UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8‑K
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TOR Minerals International, Inc. Delaware
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0-17321 | 74-2081929 | |||
(361) 883-5591
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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 (see General Instruction A.2. below):
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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)) | |||
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. ☐ | ||||
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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The 2017 Annual Meeting of Stockholders of TOR Minerals International, Inc. was held on Thursday, April 27, 2017 (the “Annual Meeting”).
(b) The Company’s stockholders voted on the following four proposals (described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2017) at the Annual Meeting and cast their votes as follows:
Proposal No. 1. The seven nominees named below were elected to serve as directors of the board of directors
Election of Directors |
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| For |
| Withheld |
Julie Ehmann |
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|
|
|
| 2,786,330 |
| 39,535 |
Doug Hartman |
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| 2,786,330 |
| 39,535 |
Olaf Karasch |
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| 2,750,491 |
| 75,374 |
Thomas Pauken |
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| 2,748,031 |
| 77,834 |
Bernard Paulson |
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| 2,668,632 |
| 157,233 |
Steven Paulson |
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|
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| 2,669,332 |
| 156,533 |
Tan Chin Yong |
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| 2,680,488 |
| 145,377 |
Proposal No. 2. : Approval of the fourth amendment to the 2000 incentive plan was voted as follows:
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| For |
| Against |
| Abstain |
| Broker |
To Amend the TOR Minerals International, Inc. 2000 Incentive Plan |
| 2,426,589 |
| 371,779 |
| 27,497 |
| 458,952 |
Proposal No. 3. The appointment of BDO USA LLP as the independent registered public accounting firm for the year ending December 31, 2017 was ratified, and the voting results were as follows.
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| For |
| Against |
| Abstain |
To ratify the appointment of our independent auditors |
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| 3,284,006 |
| 173 |
| 638 |
Proposal No. 4. : The consideration of an advisory vote on the frequency of votes on executive compensation was voted as follows:
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| For |
| Against |
| Abstain |
| Broker |
To consider an advisory vote on executive compensation |
| 2,260,162 |
| 552,785 |
| 1,597 |
| 458,952 |
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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. | |
| TOR MINERALS INTERNATIONAL, INC. |
Date: April 28, 2017 | /s/ BARBARA RUSSELL |
| Barbara Russell |
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