UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 25, 2024
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ARCADIUM LITHIUM PLC
(Exact name of registrant as specified in its charter)
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| Bailiwick of Jersey | 001-38694 | 98-1737136 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1818 Market Street, Suite 2550 Philadelphia, PA United States 19103 | Suite 12, Gateway Hub Shannon Airport House Shannon, Co. Clare Ireland V14 E370 |
| (Address of principal executive offices) (Zip Code) |
| 215-299-5900 | 353-1-6875238 |
| (Registrant's telephone number, including area code) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Ordinary Shares, par value $1.00 per share | ALTM | New York Stock Exchange |
Check the appropriate box below if the Form 8-K 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 |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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. | ☐ |
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On July 25, 2024, Arcadium Lithium plc (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 1,075,210,958 ordinary shares of the Company were entitled to vote as of May 31, 2024, the record date for the Annual Meeting. The following is a summary of the final voting results for each matter presented to shareholders.
PROPOSAL 1:
Election of twelve Directors to hold office until the 2025 Annual Meeting of Stockholders.
| Nominee | For | Against | Abstentions | Broker Non-Votes | ||||
| Paul W. Graves | 619,737,179 | 17,089,000 | 969,115 | 63,005,771 | ||||
| Michael F. Barry | 618,398,719 | 18,639,520 | 757,055 | 63,005,771 | ||||
| Peter Coleman | 606,937,180 | 30,058,046 | 800,068 | 63,005,771 | ||||
| Alan Fitzpatrick | 578,255,852 | 58,715,364 | 824,078 | 63,005,771 | ||||
| Florencia Heredia | 632,219,038 | 4,782,031 | 794,225 | 63,005,771 | ||||
| Leanne Heywood | 629,494,365 | 7,480,592 | 820,337 | 63,005,771 | ||||
| Christina Lampe Önnerud | 632,401,538 | 4,438,441 | 955,315 | 63,005,771 | ||||
| Pablo Marcet | 618,249,164 | 18,701,303 | 844,827 | 63,005,771 | ||||
| Steven T. Merkt | 607,996,404 | 28,976,938 | 821,952 | 63,005,771 | ||||
| Fernando Oris De Roa | 615,650,698 | 21,262,307 | 882,289 | 63,005,771 | ||||
| Robert C. Pallash | 608,475,354 | 28,434,642 | 885,298 | 63,005,771 | ||||
| John Turner | 618,392,375 | 18,537,427 | 865,492 | 63,005,771 |
Each of the nominees was re-elected by the Company’s shareholders as Directors to hold office until the 2025 Annual Meeting of Shareholders.
PROPOSAL 2:
Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| For | Against | Abstentions | ||
| 696,680,017 | 2,923,419 | 1,197,629 |
Proposal 2 was approved by the Company’s shareholders.
PROPOSAL 3:
Approval of, on an advisory basis, the compensation of the Company’s named executive officers.
| For | Against | Abstentions | Broker Non-Votes | |||
| 565,786,520 | 70,584,464 | 1,424,310 | 63,005,771 |
On an advisory basis, the Company’s shareholders approved the compensation of the Company’s named executive officers.
PROPOSAL 4:
Indication, on an advisory basis, of the preferred frequency of future advisory votes to approve named executive officer compensation.
| 1 Year | 2 Years | 3 Years | Abstentions | |||
| 627,566,563 | 620,173 | 8,690,528 | 918,030 |
On an advisory basis, the Company’s shareholders approved a preferred frequency of one year for future advisory votes to approve named executive officer compensation.
Disclosure Regarding Frequency of Shareholders Advisory Vote on Executive Compensation
A majority of the votes cast by shareholders voted, on an advisory basis, to hold an advisory vote to approve executive compensation every year. In line with this recommendation by our shareholders, the Board of Directors of the Company has decided that it will include an advisory shareholders vote on executive compensation in its proxy materials every year until the next advisory vote on the frequency of shareholders votes on executive compensation, which will occur no later than our Annual Meeting of Shareholders in 2030.
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.
ARCADIUM LITHIUM PLC (Registrant) | ||
| By: | /s/ GILBERTO ANTONIAZZI | |
Gilberto Antoniazzi, Vice President and Chief Financial Officer | ||
Date: July 31, 2024