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 14, 2021
Trinseo S.A.
(Exact name of registrant as specified in its charter)
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Luxembourg | | 001-36473 | | N/A |
(State or other jurisdiction | | (Commission | | (I.R.S. Employer |
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):
☐ | 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)) |
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 ☐
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class | Trading symbol(s) | Name of Each Exchange on which registered |
Ordinary Shares, par value $0.01 per share | TSE | New York Stock Exchange |
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ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 14, 2021, Trinseo S.A. (the “Company”) held its Annual General Meeting of Shareholders pursuant to notice duly given. A total of 35,285,869 ordinary shares were present or represented by proxy, which accounted for approximately 91% of the shares entitled to vote at the Annual General Meeting. The Company’s shareholders voted on the following ten proposals and cast their votes as set forth below.
Annual General Meeting Proposal One: Approval of the Proposed Merger of the Company into Trinseo PLC
The Company’s shareholder approved the proposed merger of the Company into Trinseo PLC, an Irish public limited company, in accordance with the common draft terms of merger dated April 23, 2021 whereby Trinseo PLC will acquire all assets and liabilities of the Company by universal succession of title, and the Company will cease to exist, by the votes set forth in the table below:
For | Against | Abstain | Broker Non-Votes |
32,646,302 | 224,314 | 16,816 | 2,398,437 |
Annual General Meeting Proposal Two: Approval of Amendment to Articles of Association
The Company’s shareholders voted to approve an amendment to Article 7.1.1 of the Company’s articles of association, as amended and restated on June 20, 2018 (the “Articles”), to increase the size of the Company’s Board to a maximum of thirteen (13) directors, by the votes set forth in the table below. The Articles are attached hereto as Exhibit 3.1.
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For | Against | Abstain | |||
35,231,155 | 33,300 | 21,414 |
Annual General Meeting Proposal Three: Approval, on an Advisory Basis, of the Proposed Constitution of Trinseo PLC
Subject to approval of Proposal 1, the Company’s shareholders voted to approve, on a non-binding advisory basis, the proposed Memorandum and Articles of Association of Trinseo PLC (the “Proposed Constitution”) which will be in effect at time of the Merger and which will effectively replace the Company’s Articles, by the votes set forth in the table below:
For | Against | Abstain | Broker Non-Votes |
32,803,112 | 65,402 | 18,918 | 2,398,437 |
Annual General Meeting Proposal Four: Approval, on an Advisory Basis, of the Material Differences between the Company’s Articles and the Proposed Constitution
Subject to approval of Proposal 1, the Company’s shareholders vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between our Articles and the Proposed Constitution, by the votes set forth in the tables below:
(a) | Upon the effective date of the Merger, under the Proposed Constitution, Trinseo PLC will have a share capital of (i) 4,000,000,000 ordinary shares, par value $0.01 per share, (ii) 1,000,000,000 preferred shares, par value $0.01 per share and (iii) 25,000 deferred ordinary shares par value €1.00 per share, in comparison to the Articles which provides for a share capital of up to 50,000,000,000 shares, par value $0.01 per share. |
For | Against | Abstain | Broker Non-Votes |
2,039,763 | 30,815,694 | 31,975 | 2,398,437 |
(b) | Under the Proposed Constitution, the board of directors of Trinseo PLC will have discretion to issue up to the authorized but unissued amount of Trinseo PLC’s share capital for cash without first offering those shares to existing shareholders for a period of five years from adoption, in comparison to the Articles which permit the Board to issue up to 20% of the existing share capital without offering those shares to existing shareholders and up to 100% of the existing share capital with preemptive rights, until 2023. |
For | Against | Abstain | Broker Non-Votes |
11,168,832 | 21,687,023 | 31,577 | 2,398,437 |
(c) | Under the Proposed Constitution, shareholders wishing to nominate persons for election to the Board or to properly bring other business before an annual general meeting of shareholders must give timely notice to Trinseo PLC, which must be received not less than 90 nor more than 120 days prior to the first anniversary of the date Trinseo PLC’s proxy statement for the prior year was first mailed to shareholders, in comparison to the Articles under which shareholders may bring nominations for directors for vote at an annual meeting if submitted 90 to 120 days prior to the annual meeting date. |
For | Against | Abstain | Broker Non-Votes |
28,296,141 | 4,548,324 | 42,967 | 2,398,437 |
Annual General Meeting Proposal Five: Creation of Distributable Profits of Trinseo PLC
The Company’s shareholders approved, subject to Proposal 1, the creation of distributable profits of Trinseo PLC under Irish law by reducing the entire share premium of Trinseo PLC resulting from the allotment and issue of ordinary shares of Trinseo PLC pursuant to the Merger, by the votes set forth in the table below:
For | Against | Abstain | Broker Non-Votes |
32,801,468 | 42,856 | 43,108 | 2,398,437 |
Annual General Meeting Proposal Six: Election of Twelve Directors
The Company’s shareholders approved the election of twelve director nominees to serve a term expiring at the 2022 annual general meeting of shareholders by the votes set forth in the table below:
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Name | For | Against | Abstain | Broker Non-Votes |
K’Lynne Johnson | 32,289,682 | 584,484 | 13,266 | 2,398,437 |
Joseph Alvarado | 32,641,463 | 232,555 | 13,414 | 2,398,437 |
Frank Bozich | 32,860,360 | 13,535 | 13,537 | 2,398,437 |
Jeffrey Cote | 32,539,413 | 334,485 | 13,534 | 2,398,437 |
Pierre-Marie De Leener | 32,857,006 | 17,018 | 13,408 | 2,398,437 |
Jeanmarie Desmond | 32,740,706 | 133,285 | 13,441 | 2,398,437 |
Matthew Farrell | 32,741,841 | 132,058 | 13,533 | 2,398,437 |
Sandra Beach Lin | 32,533,690 | 340,414 | 13,328 | 2,398,437 |
Philip R. Martens | 32,534,771 | 339,127 | 13,534 | 2,398,437 |
Donald T. Misheff | 32,854,742 | 19,254 | 13,436 | 2,398,437 |
Henri Steinmetz | 32,856,645 | 17,375 | 13,412 | 2,398,437 |
Mark Tomkins | 32,859,570 | 14,354 | 13,508 | 2,398,437 |
Annual General Meeting Proposal Seven: Election of Ms. Victoria Brifo
Subject to approval of Proposal 2, the Company’s shareholders voted to elect Ms. Victoria Brifo as the Company’s thirteenth director, to serve for a term of one year expiring at the 2022 annual general meeting.
For | Against | Abstain | Broker Non-Votes |
32,847,488 | 20,923 | 19,021 | 2,398,437 |
Annual General Meeting Proposal Eight: Approval, on an Advisory Basis, of the Company’s Named Executive Officers Compensation
The Company’s shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers by the votes set forth in the table below:
For | Against | Abstain | Broker Non-Votes |
30,808,720 | 2,056,746 | 21,966 | 2,398,437 |
Annual General Meeting Proposal Nine: Approval, on an Advisory Basis, of the Frequency of Advisory Votes on the Compensation of our Named Executive Officers
The Company’s shareholders voted to approve, on an advisory basis, a frequency of one year for the advisory vote on compensation paid to the Company’s named executive officers, by the votes set forth in the table below:
1 Year | 2 Years | 3 Years | Abstain |
31,187,476 | 63,794 | 1,616,190 | 19,972 |
Annual General Meeting Proposal Ten: Approval of Changes to Director Compensation
The Company’s shareholder approved the changes to the Company’s director compensation program by the votes set forth in the table below:
For | Against | Abstain | Broker Non-Votes |
29,764,415 | 3,096,118 | 26,899 | 2,398,437 |
Annual General Meeting Proposal Eleven: Approval of the Company’s Luxembourg Statutory Accounts
The Company’s shareholders approved the Company’s annual accounts prepared in accordance with accounting principles generally accepted in Luxembourg for the year ended December 31, 2020 and its consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States including a footnote reconciliation of equity and net income to International Financial Reporting Standards for the year ended December 31, 2020 by the votes set forth in the table below:
For | Against | Abstain |
35,205,519 | 13,118 | 67,232 |
Annual General Meeting Proposal Twelve: Approval of the Allocation of the Results of the Financial Year Ended December 31, 2020
The Company’s shareholders approved the allocation of the results of the year ended December 31, 2020, including but not limited to the declaration of an annual dividend in the amount of all interim dividends declared and distributed since the Company’s last annual general meeting of shareholders, by the votes set forth in the table below:
For | Against | Abstain |
35,239,203 | 14,173 | 32,493 |
Annual General Meeting Proposal Thirteen: Approval of the Granting of Discharge to the Company’s Directors and Auditor
The Company’s shareholders approved the granting of discharge to the directors and auditor for the performance of their respective duties during the financial year ended December 31, 2020 by the votes set forth in the table below:
For | Against | Abstain | Broker Non-Votes |
32,704,747 | 96,682 | 86,003 | 2,398,437 |
Annual General Meeting Proposal Fourteen: Ratification of the Appointment of the Company’s Independent Auditor
The Company’s shareholders ratified the appointment of PricewaterhouseCoopers Société cooperative to be the Company’s independent auditor for all Luxembourg statutory accounts for the year ending December 31, 2021 by the votes set forth in the table below:
For | Against | Abstain |
35,017,752 | 253,986 | 14,131 |
Annual General Meeting Proposal Fifteen: Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
The Company’s shareholders ratified the audit committee’s appointment of PricewaterhouseCoopers LLP to be the Company’s independent registered public accounting firm for the year ending December 31, 2021 by the votes set forth in the table below:
For | Against | Abstain |
35,017,066 | 254,201 | 14,602 |
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ITEM 9.01 | Exhibits. |
3.1 | Amended & Restated Articles of Association of Trinseo S.A., as amended |
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, | |
Date: June 17, 2021 | ||