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| 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 24, 2022
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| Horizon Global Corporation
(Exact Name of Registrant as Specified in Charter) | |
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| Delaware | 001-37427 | 47-3574483 |
_____________________ (State or Other Jurisdiction | _____________ (Commission | ______________ (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
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47912 Halyard Drive, Suite 100, Plymouth, Michigan _____________________ | |
48170 ___________ (Zip Code) |
| (Address of principal executive offices) | |
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| Registrant’s telephone number, including area code: | | (734) 656-3000 _____________ |
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| Not Applicable |
________________________________________
(Former name or former address, if changed since last report) |
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))
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 |
| Common Stock, $0.01 par value | HZN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.07 Submission of Matters to a Vote of Security Holders.
Horizon Global Corporation (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”) on May 24, 2022. There were a total of 27,610,521 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, and there were 19,629,099 shares of Common Stock represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting.
The items voted upon at the Annual Meeting and the results of the vote on each proposal were as follows:
Proposal 1. The election of eight directors to serve until the Company's 2023 annual meeting of stockholders:
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| | FOR | | WITHHELD | | BROKER NON-VOTES |
| John F. Barrett | | 16,261,490 | | 218,808 | | 3,148,801 |
| Donna M. Costello | | 16,466,820 | | 13,478 | | 3,148,801 |
| Terrence G. Gohl | | 16,455,241 | | 25,057 | | 3,148,801 |
| John C. Kennedy | | 16,334,060 | | 146,238 | | 3,148,801 |
| Ryan L. Langdon | | 16,269,583 | | 210,715 | | 3,148,801 |
| Brett N. Milgrim | | 16,457,094 | | 23,204 | | 3,148,801 |
| Debra S. Oler | | 16,326,560 | | 153,738 | | 3,148,801 |
| Mark D. Weber | | 16,290,684 | | 189,614 | | 3,148,801 |
Proposal 2. The approval, for purposes of the rules of the New York Stock Exchange, of the issuance of shares of common stock issuable upon the exercise of certain warrants.:
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| FOR | | AGAINST | | ABSTAIN | BROKER NON-VOTES |
| 16,444,114 | | 34,303 | | 1,881 | 3,148,801 |
Proposal 3. The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022:
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| FOR | | AGAINST | | ABSTAIN |
| 19,600,108 | | 28,781 | | 210 |
Proposal 4. The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers:
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| FOR | | AGAINST | | ABSTAIN | BROKER NON-VOTES |
| 16,003,564 | | 464,804 | | 11,930 | 3,148,801 |
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.
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| | | | HORIZON GLOBAL CORPORATION |
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| Date: | | May 27, 2022 | | By: | | /s/ Jay Goldbaum |
| | | | Name: | | Jay Goldbaum |
| | | | Title: | | General Counsel, Chief Compliance Officer and Corporate Secretary |
