UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 15, 2018
INNOPHOS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33124 | 20-1380758 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
259 Prospect Plains Road, Cranbury, New Jersey | 08512 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code609-495-2495
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if theForm 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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter). |
☐ | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As disclosed under Item 5.07 below, at the 2018 Annual Meeting of Stockholders (the “Meeting”) of Innophos Holdings, Inc. (the “Company”) held on May 15, 2018, the Company’s stockholders approved the Company’s 2018 Long-Term Incentive Plan (the “Plan”) that was previously approved by the Company’s Board of Directors and submitted to stockholders for approval at the Meeting. A summary of the Plan’s terms are set forth in the Company’s Proxy Statement on Schedule 14A relating to the Meeting filed with the Securities and Exchange Commission on April 11, 2018 (the “Proxy Statement”), which summary is incorporated herein by reference. Such summary is qualified in its entirety by reference to the Plan attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Meeting, the Company’s stockholders voted on the four proposals disclosed in the Proxy Statement: (i) Proposal 1 – Election of seven members of the Board of Directors for terms extending until the next Annual Meeting; (ii) Proposal 2 – Ratification of Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2018; (iii) Proposal 3 – Advisory Vote on Approval of Executive Compensation; and (iv) Proposal 4 – Approval of the Plan.
The final results of the voting were as follows:
Proposal 1 – Election of Board Members
Director Nominee | For | Against | Abstain | Broker Non-Vote | ||||
Gary Cappeline | 16,208,268 | 661,030 | 2,547 | 1,289,993 | ||||
Kim Ann Mink | 16,443,379 | 424,909 | 3,557 | 1,289,993 | ||||
Linda Myrick | 16,181,153 | 687,022 | 3,670 | 1,289,993 | ||||
Karen Osar | 16,223,604 | 644,572 | 3,669 | 1,289,993 | ||||
John Steitz | 16,269,643 | 599,541 | 2,661 | 1,289,993 | ||||
Peter Thomas | 16,459,861 | 409,322 | 2,662 | 1,289,993 | ||||
Robert Zatta | 16,474,615 | 394,507 | 2,723 | 1,289,993 |
Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm
For | Against | Abstain | Broker Non-Vote | |||
17,597,910 | 557,166 | 6,762 | N/A |
Proposal 3 – Advisory Vote on Approval of Executive Compensation
For | Against | Abstain | Broker Non-Vote | |||
15,587,447 | 1,273,446 | 10,952 | 1,289,993 |
Proposal 4 – Approval of the Innophos Holdings, Inc. 2018 Long-Term Incentive Plan
For | Against | Abstain | Broker Non-Vote | |||
14,781,217 | 2,077,072 | 13,556 | 1,289,993 |
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description | |
10.1 | Innophos Holdings, Inc. 2018 Long-Term Incentive Plan. |
SIGNATURES
According 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.
INNOPHOS HOLDINGS, INC. | ||||||
May 16, 2018 | By: | /s/ Joshua Horenstein | ||||
Name: | Joshua Horenstein | |||||
Title: | Senior Vice President, Chief Legal Officer and Corporate Secretary |