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): June 5, 2013
TMS INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
| | | | |
| 001-35128 | | Delaware | | 20-5899976 |
(Commission File Number) | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
12 Monongahela Avenue
P.O. Box 2000
Glassport, PA 15045
(412) 678-6141
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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 (see General Instructions A.2. below):
| ¨ | 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 240.14-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
TMS International Corp. (the ‘‘Company’’) held its 2013 Annual Meeting of Stockholders on June 5, 2013. Set forth below are the voting results for each of the four proposals submitted to a vote of the Company’s stockholders:
Proposal 1. Election of Directors
| | | | | | | | | | |
| Nominee | | Votes For | | Votes Withheld | | | Broker Non-Votes | |
| | | |
John J. Connelly | | 255,095,443 | | | 766,214 | | | | 1,298,935 | |
| | | |
Joseph Curtin | | 251,294,551 | | | 4,567,106 | | | | 1,298,935 | |
| | | |
Timothy A. R. Duncanson | | 249,948,655 | | | 5,913,002 | | | | 1,298,935 | |
| | | |
Raymond S. Kalouche | | 252,231,682 | | | 3,629,975 | | | | 1,298,935 | |
| | | |
Collin Osborne | | 254,885,889 | | | 975,768 | | | | 1,298,935 | |
| | | |
Herbert K. Parker | | 255,394,000 | | | 467,657 | | | | 1,298,935 | |
| | | |
Manish K. Srivastava | | 249,948,705 | | | 5,912,952 | | | | 1,298,935 | |
| | | |
Patrick W. Tolbert | | 251,183,196 | | | 4,678,461 | | | | 1,298,935 | |
Proposal 2. Vote to ratify Ernst & Young LLP as the Company’s independent registered public accountants for the year ending December 31, 2013.
| | | | | | | | | | | | | | |
| Votes For | | | Votes Against | | | Abstain | | | Broker Non-Votes | |
| | | |
| | 257,030,528 | | | | 129,634 | | | | 430 | | | | 0 | |
Proposal 3. Advisory vote to approve named executive officer compensation.
| | | | | | | | | | | | | | |
| Votes For | | | Votes Against | | | Abstain | | | Broker Non-Votes | |
| | | |
| | 255,012,561 | | | | 847,627 | | | | 1,469 | | | | 1,298,935 | |
Proposal 4. Vote to approve an amendment to the TMS International Corp. Long Term Incentive Plan and to approve the performance goals under the Plan.
| | | | | | | | | | | | | | |
| Votes For | | | Votes Against | | | Abstain | | | Broker Non-Votes | |
| | | |
| | 254,642,060 | | | | 1,170,636 | | | | 48,961 | | | | 1,298,935 | |
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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.
| | | | |
| | TMS INTERNATIONAL CORP. |
| | |
| Date: June 6, 2013 | | | | |
| | |
| | By: | | /s/ Leon Z. Heller |
| | | | Leon Z. Heller |
| | | | Executive Vice President, Secretary and General Counsel |
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