UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) November 17, 2016
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Multi Packaging Solutions International Limited
(Exact name of registrant as specified in its charter)
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Bermuda | 001-37598 | 98-1249740 |
(State or Other Jurisdiction of
Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer
Identification Number) |
| | |
Clarendon House, 2 Church Street, Hamilton HM11, Bermuda
(Address of Principal Executive Offices)
(441) 295-5950
(Registrant’s 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)) |
Item 5.07Submission of Matters to a Vote of Security Holders.
The 2016 Annual General Meeting of Members (the “Annual Meeting”) of Multi Packaging Solutions International Limited (the “Company”) was held on November 17, 2016. At the Annual Meeting, the Company submitted the following matters to a vote of security holders:
| · | | Proposal No. 1 — Election of two Class I directors to serve until the 2019 Annual General Meeting; |
| · | | Proposal No. 2 — Non-binding advisory vote to approve the compensation paid to our named executive officers; |
| · | | Proposal No. 3 — Non-binding advisory vote on the frequency of future advisory votes on the compensation paid to our named executive officers; |
| · | | Proposal No. 4 —Appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm and auditor for fiscal 2017 and delegation of authority to the board of directors, acting through the Audit Committee, to fix the terms and remuneration thereof; and |
| · | | Proposal No. 5 — Approval of 2016 Incentive Award Plan. |
The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, as applicable, are set forth below.
Proposal No. 1 — Election of two Class I directors to serve until the 2019 Annual General Meeting
The Company’s members elected the persons named below, the Company’s nominees, as Class I directors of the Company to serve until the 2019 Annual General Meeting with the following vote:
| | For | | Withheld | | Broker Non-Vote |
Gary McGann | | 67,300,580 | | 6,838,018 | | 743,566 |
Thomas S. Souleles | | 65,020,074 | | 9,118,524 | | 743,566 |
Proposal No. 2 — Non-binding advisory vote to approve the compensation paid to our named executive officers
The Company’s members cast their advisory vote to approve the compensation awarded to the named executive officers for the fiscal year ended June 30, 2016 as set forth in the Company’s proxy statement with the following vote:
For | | Against | | Abstain | | Broker Non-Vote |
73,868,035 | | 241,999 | | 28,564 | | 743,566 |
Proposal No. 3 — Non-binding advisory vote on the frequency of future advisory votes on the compensation paid to our named executive officers
The Company’s members cast their advisory vote to hold future advisory votes on the compensation paid to our named executive officers on an annual basis with the following vote:
One Year | | Two Years | | Three Years | | Abstain | | Broker Non-Vote |
71,012,782 | | 2,560,404 | | 548,437 | | 16,975 | | 743,566 |
Proposal No. 4 — Appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm and auditor for the fiscal year ending June 30, 2017 and delegation of authority to the board of directors, acting through the Audit Committee, to fix the terms and remuneration thereof
The Company’s members elected to appoint Ernst & Young LLP as the Company’s independent registered public accounting firm and auditor for the fiscal year ending June 30, 2017 and to delegate authority to the board of directors, acting through the Audit Committee, to fix the terms and remuneration thereof with the following vote:
For | | Against | | Abstain |
74,372,723 | | 462,001 | | 47,440 |
Proposal No. 5 — Approval of 2016 Incentive Award Plan
The Company’s members elected to approve the 2016 Incentive Award Plan with the following vote:
For | | Against | | Abstain | | Broker Non-Vote |
67,854,967 | | 6,211,536 | | 72,095 | | 743,566 |
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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| MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED |
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Date: November 21, 2016 | By: | /s/ William H. Hogan |
| | William H. Hogan |
| | Executive Vice President and Chief Financial Officer |
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