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) December 11, 2015
(Exact name of registrant as specified in its charter)
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| | | | |
| Delaware | | 0-7459 | | 34-0514850 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| | | | | |
| 3637 Ridgewood Road, Fairlawn, Ohio | 44333 |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 11, 2015, A. Schulman, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) for the purposes of: (i) electing ten directors for a term expiring at the 2016 Annual Meeting of Stockholders; (ii) ratifying the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2016; and (iii) approving, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in its proxy statement. As of the close of business on October 16, 2015, the record date for the Annual Meeting, there were 29,296,044 shares of common stock, $1.00, par value, outstanding and entitled to vote. At the Annual Meeting, 28,086,197, or approximately 95.87%, of the outstanding shares of common stock entitled to vote were represented in person or by proxy. All director nominees were elected, and all proposals were approved by the stockholders. The proposal to approve on an advisory basis the compensation of the Company’s named executive officers was approved by 97.67% of shares voted at the Annual Meeting (excluding abstentions and broker non-votes). The detailed results of the voting at the Annual Meeting as announced by the Company are as follows:
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| 1. | Election of ten directors: |
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| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Eugene R. Allspach | 25,920,851 | 158,040 | 12,514 | 1,994,792 |
| Gregory T. Barmore | 25,895,209 | 173,639 | 22,557 | 1,994,792 |
| David G. Birney | 25,906,626 | 172,206 | 12,573 | 1,994,792 |
| Joseph M. Gingo | 24,905,936 | 1,173,642 | 11,827 | 1,994,792 |
| Michael A. McManus, Jr. | 14,814,496 | 11,251,820 | 25,089 | 1,994,792 |
| Lee D. Meyer | 25,919,455 | 159,467 | 12,483 | 1,994,792 |
| James A. Mitarotonda | 22,628,651 | 3,448,154 | 14,600 | 1,994,792 |
| Ernest J. Novak, Jr. | 25,861,914 | 219,743 | 9,748 | 1,994,792 |
| Dr. Irvin D. Reid | 25,621,277 | 457,019 | 13,109 | 1,994,792 |
| Bernard Rzepka | 25,924,925 | 156,335 | 10,145 | 1,994,792 |
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| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2016: |
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| | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 27,807,957 | 270,198 | 8,042 | 0 |
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| 3. | Approval, on an advisory basis, of the compensation of the Company’s named executive officers: |
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| | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 25,399,136 | 606,193 | 86,076 | 1,994,792 |
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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| | | | A. Schulman, Inc. |
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| | | By: | /s/ David C. Minc |
| | | | David C. Minc |
| | | | Executive Vice President, Chief Legal Officer and Secretary |
Date: December 11, 2015
