UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 20, 2016
LEXMARK INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| | |
Delaware | 1-14050 | 06-1308215 |
(State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
of incorporation or organization) | | Identification No.) |
| | |
| One Lexmark Centre Drive | |
| 740 West New Circle Road | |
| Lexington, Kentucky 40550 | |
| (Address of principal executive offices)(Zip Code) | |
| | |
(859) 232-2000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 20, 2016, Lexmark International, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2016 Annual Meeting”). At the 2016 Annual Meeting, a total of 55,367,801 shares of the Company's Class A Common Stock, par value $0.01 per share, were present or represented by proxy at the meeting, representing 88.39% of the Company's shares outstanding as of the March 28, 2016 record date.
At the 2016 Annual Meeting, the proposals submitted for a vote of the Company’s stockholders and the related results are as follows:
(1) The election of Ralph E. Gomory, Michael J. Maples, Stephen R. Hardis, William R. Fields, Robert Holland, Jr., Kathi P. Seifert, Jean-Paul L. Montupet, Jared L. Cohon, J. Edward Coleman, Paul A. Rooke, Sandra L. Helton and W. Roy Dunbar for one-year terms expiring in 2017. The stockholders elected the director nominees by the following votes:
Director | Votes For | Votes Against | Abstentions | Broker Non-Votes |
Ralph E. Gomory | 49,434,996 | 898,741 | 57,873 | 4,976,191 |
Michael J. Maples | 44,154,920 | 6,182,209 | 54,481 | 4,976,191 |
Stephen R. Hardis | 44,140,270 | 6,189,687 | 61,653 | 4,976,191 |
William R. Fields | 49,565,603 | 767,908 | 58,099 | 4,976,191 |
Robert Holland, Jr. | 49,438,004 | 893,259 | 60,347 | 4,976,191 |
Kathi P. Seifert | 49,855,316 | 487,492 | 48,802 | 4,976,191 |
Jean-Paul L. Montupet | 49,134,378 | 1,201,028 | 56,204 | 4,976,191 |
Jared L. Cohon | 49,849,122 | 483,372 | 59,116 | 4,976,191 |
J. Edward Coleman | 44,468,987 | 5,860,909 | 61,714 | 4,976,191 |
Paul A. Rooke | 45,143,990 | 5,122,623 | 124,997 | 4,976,191 |
Sandra L. Helton | 44,476,685 | 5,857,071 | 57,854 | 4,976,191 |
W. Roy Dunbar | 49,853,756 | 479,826 | 58,028 | 4,976,191 |
(2) The ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2016. The stockholders ratified the appointment of PwC by the following votes:
| Votes For | 54,865,857 | | |
| Votes Against | 429,194 | | |
| Abstentions | 72,750 | | |
(3) The approval of a non-binding advisory resolution approving the compensation of the Company’s Named Executive Officers, as described in the Compensation Discussion and Analysis section and compensation tables and narrative disclosure of the Company’s Proxy Statement. The stockholders approved the non-binding advisory resolution on executive compensation by the following votes:
| Votes For | 48,932,993 | | |
| Votes Against | 1,408,260 | | |
| Abstentions | 50,357 | | |
| Broker Non-Votes | 4,976,191 | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Lexmark International, Inc. |
| (Registrant) |
| | |
May 23, 2016 | By: | /s/ Robert J. Patton |
| | Robert J. Patton |
| | Vice President, General Counsel and Secretary |
