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): February 4, 2020
CHASE CORPORATION
(Exact name of registrant as specified in its charter)
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Massachusetts | | 1-9852 | | | 11-1797126 | |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | | (I.R.S. Employer Identification No.) | |
295 University Avenue, Westwood, Massachusetts 02090
(Address of Principal Executive Office) (Zip Code)
Registrant’s telephone number, including area code: (781) 332-0700
N/A
(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)) |
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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. ☐
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, $.10 par value | CCF | NYSE American |
Section 5 — Corporate Governance and Management
Item 5.07 — Submission of Matters to a Vote of Security Holders
The 2020 Annual Meeting of Shareholders of Chase Corporation was held on February 4, 2020. The following proposals were voted on at the 2020 Annual Meeting. Each proposal is more fully described in the Company’s Definitive Proxy Statement for the 2020 Annual Meeting, as filed with the SEC on December 20, 2019.
Proposal 1 — For the election of nominees for the Board of Directors. The nine nominees named in the Company’s Definitive Proxy Statement were elected as Directors, to serve until the 2021 Annual Meeting of Shareholders, with the following votes:
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Name of Director | | | In Favor | | | Votes Withheld | | | Broker Non-Votes | |
Adam P. Chase | | | 8,064,604 | | | 29,016 | | | 752,426 | |
Peter R. Chase | | | 7,796,993 | | | 296,627 | | | 752,426 | |
Mary Claire Chase | | | 7,800,807 | | | 292,813 | | | 752,426 | |
Thomas D. DeByle | | | 7,955,303 | | | 138,317 | | | 752,426 | |
John H. Derby III | | | 7,956,586 | | | 137,034 | | | 752,426 | |
Lewis P. Gack | | | 6,687,484 | | | 1,406,136 | | | 752,426 | |
Chad A. McDaniel | | | 7,296,600 | | | 797,020 | | | 752,426 | |
Dana Mohler-Faria | | | 6,405,960 | | | 1,687,660 | | | 752,426 | |
Thomas Wroe, Jr. | | | 6,734,917 | | | 1,358,703 | | | 752,426 | |
Proposal 2 — A non-binding, advisory vote to approve the executive compensation of our named executive officers. Although this vote is non-binding on the Company or the Board of Directors, the voting results will be reviewed and considered when making future decisions regarding the Company’s executive compensation program. The proposal passed with the following votes:
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In Favor | | | Votes Against | | | Abstentions | | Broker Non-Votes | |
8,016,541 | | | 57,592 | | | 19,487 | | 752,426 | |
Proposal 3 — For the ratification of Grant Thorton LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2020. The proposal passed with the following votes:
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In Favor | | | Votes Against | | | Abstentions | |
8,823,830 | | | 5,368 | | | 16,848 | |
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, thereunto duly authorized.
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| Chase Corporation |
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Dated: February 7, 2020 | By: | /s/ Christian J. Talma |
| | Christian J. Talma |
| | Chief Financial Officer |
