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 20, 2021
KANSAS CITY SOUTHERN
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 1-4717 | 44-0663509 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | file number) | Identification Number) |
427 West 12th Street, Kansas City, Missouri 64105
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(816) 983-1303
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 |
| Preferred Stock, Par Value $25 Per Share, 4%, Noncumulative | KSU | New York Stock Exchange |
| Common Stock, $.01 Per Share Par Value | KSU | 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 Vote of Security Holders.
At the 2021 Annual Meeting of Stockholders of the Company held on May 20, 2021, the proposals listed below were submitted to a vote of the stockholders. The proposals are described in the Company's definitive proxy statement for the 2021 Annual Meeting previously filed with the Securities and Exchange Commission on April 9, 2021.
Proposal 1 – Election of ten directors
The following nominees for the Board of Directors of the Company were elected to hold office until the Annual Meeting of Stockholders of the Company in 2022:
| | | | | | | | | | | |
| Nominee: Lydia I. Beebe | | |
| For | Against | Abstain | Broker Non-Vote |
| 70,861,291 | 4,997,645 | 113,507 | 5,760,877 |
| | | |
| Nominee: Lu M. Cordova | | |
| For | Against | Abstain | Broker Non-Vote |
| 73,928,399 | 1,928,067 | 115,977 | 5,760,877 |
| | | |
| Nominee: Robert J. Druten | | |
| For | Against | Abstain | Broker Non-Vote |
| 69,767,008 | 6,151,200 | 54,235 | 5,760,877 |
| | | |
| Nominee: Antonio O. Garza, Jr. | | |
| For | Against | Abstain | Broker Non-Vote |
| 74,166,729 | 1,689,759 | 115,955 | 5,760,877 |
| | | |
| Nominee: David Garza-Santos | | |
| For | Against | Abstain | Broker Non-Vote |
| 70,856,805 | 4,914,331 | 201,307 | 5,760,877 |
| | | |
| Nominee: Janet H. Kennedy | | |
| For | Against | Abstain | Broker Non-Vote |
| 75,561,599 | 360,723 | 50,121 | 5,760,877 |
| | | |
| Nominee: Mitchell J. Krebs | | |
| For | Against | Abstain | Broker Non-Vote |
| 75,384,041 | 531,885 | 56,516 | 5,760,877 |
| | | |
| Nominee: Henry M. Maier | | |
| For | Against | Abstain | Broker Non-Vote |
| 68,515,595 | 7,396,164 | 60,683 | 5,760,877 |
| | | |
| Nominee: Thomas A. McDonnell | | |
| For | Against | Abstain | Broker Non-Vote |
| 69,564,784 | 6,358,122 | 49,537 | 5,760,877 |
| | | |
| Nominee: Patrick J. Ottensmeyer | | |
| For | Against | Abstain | Broker Non-Vote |
| 74,789,163 | 1,140,449 | 42,831 | 5,760,877 |
Proposal 2 – Ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2021.
Company stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2021 as set forth below:
| | | | | | | | |
| For | Against | Abstain |
| 81,529,234 | 153,235 | 50,851 |
Proposal 3 – Advisory (non-binding) vote approving the 2020 compensation of the Company's Named Executive Officers.
Company stockholders cast their votes with respect to the advisory (non-binding) vote approving the 2020 compensation of the Company's Named Executive Officers as set forth below:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Vote |
| 39,655,977 | 35,963,182 | 353,285 | 5,760,877 |
Item 7.01 Regulation FD Disclosure
In a news release dated May 20, 2021, the Company announced the results of its 2021 Annual Meeting of Stockholders. A copy of the news release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits | | | | | |
| |
| Exhibit No. | Description |
| 99.1 | |
| 104 | Cover page information from Kansas City Southern’s Current Report on Form 8-K filed on May 25, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language) and included as Exhibit 101. |
| |
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.
Kansas City Southern
Date: May 25, 2021
| | | | | |
| By: | /s/ Adam J. Godderz |
| Name: | Adam J. Godderz |
| Title: | Senior Vice President - Chief Legal Officer & Corporate Secretary |
