Ferro (FOE) 8-K Submission of Matters to a Vote of Security Holders

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): April 29, 2021

Ferro Corporation

(Exact name of registrant as specified in its charter)

Ohio	1-584	34-0217820
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6060 Parkland Boulevard Mayfield Heights, Ohio	44124
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 216-875-5600

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00	FOE	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 (§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 Thursday, April 29, 2021, Ferro Corporation (“Ferro” or the “Company”) held its 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”). The final results of voting on each of the matters submitted to a vote of security holders at the 2021 Annual Meeting are as follows:

1. Shareholders elected each of the following six nominees as a director to serve for a term to expire at the 2022 Annual Meeting of Shareholders of the Company and until his or her successor has been duly elected and qualified, as set forth below.

Name	Votes For		Votes Withheld		Broker Non-Votes
David A. Lorber		57,194,882		16,845,875		2,128,161
Marran H. Ogilvie		70,970,292		3,070,465		2,128,161
Andrew M. Ross		59,539,159		14,501,598		2,128,161
Allen. A. Spizzo		73,123,312		917,445		2,128,161
Peter T. Thomas		71,481,052		2,559,705		2,128,161
Ronald P. Vargo		70,583,142		3,457,615		2,128,161

2. Shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as set forth below.

Votes For	Votes Against	Abstentions	Broker Non-Votes
71,814,208	2,136,564	89,985	2,128,161

3. Shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, as set forth below.

Votes For	Votes Against	Abstentions
75,609,212	546,735	12,971

4. Shareholders approved a shareholder proposal regarding simple majority vote as set forth below:

Votes For	Votes Against	Abstentions	Broker Non-Votes
57,152,050	16,845,447	43,260	2,128,161

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.

	Ferro Corporation
Date: April 30, 2021
	By:	/s/ Mark H. Duesenberg
	Name:	Mark H. Duesenberg
	Title:	Vice President, General Counsel and Secretary