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 21, 2019
ACCO BRANDS CORPORATION
(Exact name of registrant as specified in its charter)
____________________________
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| Delaware | 001-08454 | 36-2704017 |
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Four Corporate Drive Lake Zurich, IL | | 60047 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (847) 541-9500
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:
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| ¨ | 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, par value $0.01 per share | ACCO | 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. ¨
Section 5 - Corporate Governance and Management
Item 5.02. - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the Annual Meeting of Stockholders of ACCO Brands Corporation (the “Company”) on May 21, 2019 (the “2019 Annual Meeting”), the Company’s stockholders approved the 2019 ACCO Brands Corporation Incentive Plan (the “Plan”). The description of the Plan contained under the caption “Proposal to Approve the 2019 ACCO Brands Corporation Incentive Plan” in the Company’s definitive proxy statement for the 2019 Annual Meeting filed with the Securities and Exchange Commission on April 4, 2019 is incorporated herein by reference. Such description is qualified in its entirety by reference to the Plan, a copy of which is incorporated by reference as Exhibit 10.1 to this report.
Item 5.03. - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 21, 2019, the Company filed an amendment (the “Charter Amendment”) to its Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State that affirmed the Company’s majority voting standard for uncontested director elections by eliminating language in Article VII of the Restated Certificate of Incorporation that provided for the election of directors by plurality vote thereby affirming the Company's majority voting standard for uncontested director elections. The Charter Amendment was approved by the Company’s stockholders at the 2019 Annual Meeting. A copy of the Charter Amendment is filed as Exhibit 3.1 to this report, and is incorporated by reference herein.
Item 5.07. - Submission of Matters to a Vote of Security Holders.
At the 2019 Annual Meeting, the Company's stockholders (i) elected the ten director nominees listed below to serve as directors for a term of one year expiring at the 2020 annual meeting of stockholders or until their successors are duly elected and qualified; (ii) ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2019; (iii) approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers; (iv) approved the Charter Amendment ; and (v) approved the 2019 ACCO Brands Corporation Incentive Plan. Set forth below are the voting results for these proposals:
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| | Item 1: | The election of ten directors for a one-year term expiring at the 2020 Annual Meeting of Stockholders |
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| | | For | | Withheld | | Abstain | | Broker Non-Votes |
| James A. Buzzard | | 88,815,889 |
| | 95,176 |
| | 59,994 | | 5,707,364 |
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| Kathleen S. Dvorak | | 88,790,099 |
| | 125,344 |
| | 55,616 | | 5,707,364 |
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| Boris Elisman | | 86,478,082 |
| | 2,404,245 |
| | 88,732 | | 5,707,364 |
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| Pradeep Jotwani | | 88,119,229 |
| | 791,453 |
| | 60,377 | | 5,707,364 |
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| Robert J. Keller | | 88,796,845 |
| | 133,505 |
| | 40,709 | | 5,707,364 |
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| Thomas Kroeger | | 88,187,761 |
| | 723,109 |
| | 60,189 | | 5,707,364 |
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| Ron Lombardi | | 88,500,782 |
| | 245,517 |
| | 224,760 | | 5,707,364 |
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| Graciela Monteagudo | | 88,637,418 |
| | 269,152 |
| | 64,489 | | 5,707,364 |
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| Hans Michael Norkus | | 88,578,646 |
| | 329,260 |
| | 63,153 | | 5,707,364 |
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| E. Mark Rajkowski | | 88,790,075 |
| | 119,597 |
| | 61,387 | | 5,707,364 |
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| | Item 2: | The ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for 2019:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 93,870,344 | | 645,920 | | 162,159 | | 0 |
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| | Item 3: | The approval, by non-binding advisory vote, of the compensation of the Company's named executive officers:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 85,969,160 | | 2,898,103 | | 103,796 | | 5,707,364 |
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| | Item 4: | The approval of an amendment to the Company’s Restated Certificate of Incorporation to affirm the Company’s majority voting standard for uncontested director elections: |
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| For | | Against | | Abstain | | Broker Non-Votes |
| 88,719,795 | | 149,699 | | 101,565 | | 5,707,364 |
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| | Item 5: | The approval of the 2019 ACCO Brands Corporation Incentive Plan: |
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| For | | Against | | Abstain | | Broker Non-Votes |
| 77,209,384 | | 11,680,412 | | 81,263 | | 5,707,364 |
Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
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| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation of ACCO Brands Corporation |
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| 10.1 | 2019 ACCO Brands Corporation Incentive Plan (incorporated by reference to Exhibit 10 to the Company’s Registration Statement on Form S-8 filed with the SEC on May 21, 2019) |
EXHIBIT INDEX
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Exhibit Number | Description of Exhibit |
| Certificate of Amendment to the Restated Certificate of Incorporation of ACCO Brands Corporation |
| 2019 ACCO Brands Corporation Incentive Plan (incorporated by reference to Exhibit 99 to the Company’s Registration Statement on Form S-8 filed with the SEC on May 21, 2019) |
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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| | | ACCO Brands Corporation (Registrant) |
| Date: | May 28, 2019 | By: | /s/ Pamela R. Schneider |
| | | | Name: Pamela R. Schneider |
| | | | Title: Senior Vice President, |
| | | | General Counsel and Corporate Secretary |
