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 21, 2017
Trinseo S.A.
(Exact name of registrant as specified in its charter)
Luxembourg | | 001-36473 | | N/A |
(State or other jurisdiction
of incorporation or organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification Number) |
1000 Chesterbrook Boulevard, Suite 300,
Berwyn, Pennsylvania 19312
(Address of principal executive offices, including zip code)
(610) 240-3200
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 21, 2017, Trinseo S.A. (the “Company”) held its Annual General Meeting of Shareholders (the “General Meeting”) pursuant to notice duly given. A total of 41,053,510 ordinary shares were present or represented by proxy, which accounted for approximately 93% of the shares entitled to vote at the General Meeting. The Company’s shareholders voted on the following eleven proposals and cast their votes as set forth below.
Proposal One: Election of Class III Directors
The Company’s shareholders approved the election of the Company’s Class III Director nominees by the votes set forth in the table below:
| | For | | Against | | Abstain | | Broker Non-Votes | |
1. K’Lynne Johnson | | 37,389,448 | | 59,106 | | 17,107 | | 3,587,849 | |
2. Donald Misheff | | 21,659,040 | | 15,789,319 | | 17,302 | | 3,587,849 | |
Proposal Two: Ratification of the Appointments of Philip Martens as a Class II Director and Joseph Alvarado as a Class I Director
The Company’s shareholders ratified the Board’s appointments of Philip Martens as a Class II Director and Joseph Alvarado as a Class I Director by the votes set forth in the table below:
| | For | | Against | | Abstain | | Broker Non-Votes | |
1. Philip Martens | | 37,369,671 | | 78,158 | | 17,832 | | 3,587,849 | |
2. Joseph Alvarado | | 37,401,459 | | 46,306 | | 17,896 | | 3,587,849 | |
Proposal Three: Approval of Changes to the Company’s Director Compensation Program
The Company’s shareholders approved the proposed changes to the Company’s director compensation program as described in its proxy statement by the votes set forth in the table below:
For | | 37,238,454 | |
Against | | 184,627 | |
Abstain | | 42,580 | |
Broker Non-Votes | | 3,587,849 | |
Proposal Four: Approval, on an Advisory Basis, of the Company’s Named Executive Officer Compensation
The Company’s shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers in 2016 and described in its proxy statement by the votes set forth in the table below:
For | | 36,051,841 | |
Against | | 1,387,606 | |
Abstain | | 26,214 | |
Broker Non-Votes | | 3,587,849 | |
Proposal Five: Approval of the Company’s Luxembourg Statutory Accounts
The Company’s shareholders approved the Company’s Luxembourg annual statutory accounts as of and for the year ended December 31, 2016 by the votes set forth in the table below:
For | | 40,898,282 | |
Against | | 11,827 | |
Abstain | | 143,401 | |
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Proposal Six: Approval of the Allocation of the Results of the Financial Year Ended December 31, 2016
The Company’s shareholders approved that the $77.7 million profit for the year ended December 31, 2016 be retained to the following year by the votes set forth in the table below:
For | | 40,958,090 | |
Against | | 16,136 | |
Abstain | | 79,284 | |
Proposal Seven: Approval of the Granting of Discharge to the Directors and Auditor for the Performance of their Respective Duties during the Financial Year Ended December 31, 2016
The Company’s shareholders approved the granting of discharge to the directors and auditor for the performance of their duties during the financial year ended December 31, 2016 by the votes set forth in the table below:
For | | 37,302,361 | |
Against | | 86,746 | |
Abstain | | 76,554 | |
Broker Non-Votes | | 3,587,849 | |
Proposal Eight: Ratification of the Appointment of the Company’s Independent Auditor for All Statutory Accounts
The Company’s shareholders ratified the appointment of PricewaterhouseCoopers Société coopérative to be the Company’s independent auditor for all statutory accounts required under Luxembourg law for the year ended December 31, 2017 by the votes set forth in the table below:
For | | 40,326,033 | |
Against | | 632,388 | |
Abstain | | 95,089 | |
Proposal Nine: Ratification of the Appointment of the Company’s Independent Registered Accounting Firm
The Company’s shareholders ratified the audit committee’s appointment of PricewaterhouseCoopers LLP to be the Company’s independent registered accounting firm for the year ended December 31, 2017 by the votes set forth in the table below:
For | | 40,293,982 | |
Against | | 665,133 | |
Abstain | | 94,395 | |
Proposal Ten: Authorization of the Company’s New Share Repurchase Program
The Company’s shareholders authorized the Company’s new share repurchase program, whereby the Board is empowered to repurchase up to 4 million of its outstanding ordinary shares over the next three years, by the votes set forth in the table below:
For | | 40,782,151 | |
Against | | 75,851 | |
Abstain | | 195,508 | |
Proposal Eleven: Approval of Amendments to the Company’s Articles of Association
The Company’s shareholders approved the proposed amendments to the Company’s articles of association as described in its proxy statement by the votes set forth in the table below:
For | | 37,358,859 | |
Against | | 77,601 | |
Abstain | | 29,201 | |
Broker Non-Votes | | 3,587,849 | |
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SIGNATURE
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.
| | Trinseo S.A. |
| | |
| By: | /s/ Angelo N. Chaclas |
| Name: | Angelo N. Chaclas |
| Title: | Senior Vice President, Chief Legal Officer, & Corporate Secretary |
Date: June 22, 2017 | | |
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