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 15, 2012
ACCO BRANDS CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-08454 | | 36-2704017 |
(State or other jurisdiction
of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
300 Tower Parkway
Lincolnshire, IL 60069 | | 60069 |
| (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:
| ¨ | 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)) |
| 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. |
(d) Appointment of Directors
On May 15, 2012 the Board of Directors of ACCO Brands Corporation (the “Company”) increased the size of the Board of Directors from nine members to eleven members and appointed James A. Buzzard and E. Mark Rajkowski as directors, effective immediately. Mr. Buzzard and Mr. Rajkowski are expected to serve until the Company’s 2013 annual stockholders’ meeting or until their successors are duly elected and qualified. Mr. Buzzard and Mr. Rajkowski were appointed as directors in accordance with the terms of the Agreement and Plan of Merger, dated as of November 17, 2011 and amended as of March 19, 2012, among the Company, Augusta Acquisition Sub, Inc., MeadWestvaco Corporation (“MWV”) and Monaco SpinCo., Inc., pursuant to which the Company acquired MWV’s Consumer and Office Products business (the “Merger”). Mr. Buzzard will serve as a member of the Corporate Governance and Nominating Committee. Mr. Rajkowski will serve as a member of the Audit Committee. The Board of Directors determined that Mr. Buzzard and Mr. Rajkowski each meet the independence requirements of the New York Stock Exchange and those set forth in the Company’s Corporate Governance Principles.
Mr. Buzzard has been President of MWV since 2003. He is responsible for global operations including Packaging, Specialty Chemicals, Technology and Supply Chain and before the Merger he was responsible for Consumer and Office Products. Mr. Buzzard began his career with Westvaco in 1978. Mr. Rajkowski has been Senior Vice President and Chief Financial Officer of MWV since joining MWV in August 2004.
(e) Compensatory Arrangements of Certain Officers
On May 15, 2012 the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved a special $190,000 award to the Company’s Executive Vice President and Chief Financial Officer, Neal V. Fenwick, under the Company’s 2011 Amended and Restated ACCO Brands Corporation Incentive Plan, as amended, for his performance in connection with the Merger and the refinancing of all of the Company’s debt. Mr. Fenwick’s award will be paid half in cash on June 8, 2012 and half in restricted stock units which will vest and become non-forfeitable on May 15, 2015, provided that he has been continuously employed by the Company through such date.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Stockholders on May 15, 2012 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected the nine director nominees listed below to serve as directors for a term of one year expiring at the 2013 Annual Meeting of Stockholders or until their successors are duly elected and qualified; (ii) ratified the appointment of KPMG LLP to serve as our independent registered public accounting firm for 2012; (iii) approved in a non-binding advisory vote the compensation of the Company’s named executive officers; and (iv) rejected a proposal to transact such other business as may have properly come before the meeting or any adjournment thereof. Set forth below are the voting results for these proposals:
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| | Item 1: | The election of nine directors for a one-year term expiring at the 2013 Annual Meeting of Stockholders |
| | | | | | | | | | | | | | | | |
| | | For | | | Withheld | | | Abstain | | | Broker
Non-Votes | |
Robert J. Keller | | | 45,971,951 | | | | 1,588,287 | | | | — | | | | 3,757,192 | |
| | | | |
George V. Bayly | | | 46,447,335 | | | | 1,112,903 | | | | — | | | | 3,757,192 | |
| | | | |
Kathleen S. Dvorak | | | 46,610,133 | | | | 950,105 | | | | — | | | | 3,757,192 | |
| | | | |
G. Thomas Hargrove | | | 44,942,245 | | | | 2,617,993 | | | | — | | | | 3,757,192 | |
| | | | |
Robert H. Jenkins | | | 46,612,269 | | | | 947,969 | | | | — | | | | 3,757,192 | |
| | | | |
Thomas Kroeger | | | 46,629,480 | | | | 930,758 | | | | — | | | | 3,757,192 | |
| | | | |
Michael Norkus | | | 46,620,596 | | | | 939,642 | | | | — | | | | 3,757,192 | |
| | | | |
Sheila G. Talton | | | 46,629,563 | | | | 930,675 | | | | — | | | | 3,757,192 | |
| | | | |
Norman H. Wesley | | | 46,632,304 | | | | 927,934 | | | | — | | | | 3,757,192 | |
| | Item 2: | The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2012 |
| | | | | | | | | | |
For | | Against | | | Abstain | | | |
49,276,598 | | | 2,002,762 | | | | 38,070 | | | |
| | Item 3: | The approval in a non-binding advisory vote of the compensation of the Company’s named executive officers |
| | | | | | | | | | | | |
For | | Against | | | Abstain | | | Broker Non-Votes | |
45,659,257 | | | 1,548,099 | | | | 352,882 | | | | 3,757,192 | |
| | Item 4: | The approval of a proposal to transact such other business as may properly come before the meeting or any adjournment thereof |
| | | | | | | | | | | | |
For | | Against | | | Abstain | | | Broker Non-Votes | |
8,192,456 | | | 37,080,214 | | | | 252,302 | | | | 3,757,192 | |
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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.
| | | | | | |
| | | | ACCO BRANDS CORPORATION (Registrant) |
| | | |
| Date: May 21, 2012 | | | | By: | | /s/ Pamela R. Schneider |
| | | | | | Name: Pamela R. Schneider |
| | | | | | Title: Senior Vice President, General Counsel, and Secretary |
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