SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-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) August 9, 2017
Multi-Color Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| | | | |
| Ohio | | 0-16148 | | 31-1125853 |
| (STATE OR OTHER JURISDICTION | | (COMMISSION | | (IRS EMPLOYER |
| OF INCORPORATION) | | FILE NUMBER) | | IDENTIFICATION NO.) |
| | | | |
| 4053 Clough Woods Dr., Batavia, Ohio | | 45103 |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | | (ZIP CODE) |
Registrant’s telephone number, including area code (513)381-1480
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting Material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark is 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
As previously indicated, two representatives of Constantia Flexibles will be appointed to Multi-Color’s Board of Directors upon the closing of Multi-Color’s acquisition of the Constantia labels business. In connection with Multi-Color Corporation’s annual meeting of shareholders convened on August 9, 2017, Simon Roberts indicated his intention to retire from the Board of Directors contemporaneously with the appointment of these directors. At the annual meeting, our Executive Chairman, Nigel Vinecombe, expressed the Company’s appreciation for Mr. Roberts years of service.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Multi-Color Corporation convened its annual meeting of shareholders on August 9, 2017. The voting results on the proposals considered at the meeting are:
Proposal No. 1: Election of Directors
| | | | | | | | |
| Name | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
Ari J. Benacerraf | | 14,830,823 | | 226,625 | | 3,085 | | 1,095,790 |
Robert R. Buck | | 13,415,962 | | 1,641,486 | | 3,085 | | 1,095,790 |
Charles B. Connolly | | 12,069,252 | | 2,987,893 | | 3,388 | | 1,095,790 |
Robert W. Kuhn | | 14,964,591 | | 92,857 | | 3,085 | | 1,095,790 |
Simon T. Roberts | | 14,839,078 | | 218,370 | | 3,085 | | 1,095,790 |
Vadis A. Rodato | | 14,934,632 | | 122,816 | | 3,085 | | 1,095,790 |
Nigel A. Vinecombe | | 14,605,965 | | 451,483 | | 3,085 | | 1,095,790 |
Proposal No. 2: Ratification of the Appointment of Grant Thornton LLP as Independent Registered Public Accountants for Fiscal Year 2018
| | |
Votes For | | 16,001,106 |
Votes Against | | 154,529 |
Abstentions | | 688 |
Proposal No. 3: Advisory(Non-Binding) Approval of Executive Compensation
| | |
Votes For | | 14,840,739 |
Votes Against | | 204,002 |
Abstentions | | 15,792 |
Broker Non-Votes | | 1,095,790 |
Proposal No. 4: Advisory(Non-Binding) Vote on the Frequency of Future Advisory Votes on Executive Compensation
| | |
1 Year | | 12,712,827 |
2 Years | | 146,892 |
3 Years | | 2,157,832 |
Abstentions | | 42,982 |
Broker Non-Votes | | 1,095,790 |
After reviewing the results of thenon-binding advisory vote on the frequency of the advisory vote on executive compensation, the Board of Directors has determined that future advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next required advisory vote.
Proposal No. 5: Reapproval of the Material Terms for Payment of Performance-Based Incentive Compensation Under the Multi-Color Corporation 2012 Stock Incentive Plan
| | |
Votes For | | 14,570,027 |
Votes Against | | 488,571 |
Abstentions | | 1,935 |
Broker Non-Votes | | 1,095,790 |
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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| | | | MULTI-COLOR CORPORATION |
| | | |
| Date: August 15, 2017 | | | | By: | | /s/ Sharon E. Birkett |
| | | | Name: | | Sharon E. Birkett |
| | | | Title: | | Vice President, Chief Financial Officer, Secretary |
