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
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Date of Report (Date of Earliest Event Reported): |
April 28, 2016 |
Ferro Corporation
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(Exact name of registrant as specified in its charter)
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Ohio |
1-584 |
34-0217820 |
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of incorporation) |
File Number) |
Identification No.) |
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6060 Parkland Boulevard Suite 250 Mayfield Heights, Ohio |
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44124 |
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Registrant’s telephone number, including area code: |
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216-641-8580 |
Not Applicable
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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))
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On April 28, 2016, Ferro Corporation (the “Company”) held its 2016 Annual Meeting of Shareholders (the “2016 Annual Meeting”). The record date for the meeting was March 18, 2016, and as of the record date the Company had 83,181,350 shares of common stock outstanding. At the 2016 Annual Meeting, 79,102,580 shares of Common Stock were represented in person or by proxy. The final results of voting on each of the matters submitted to a vote of security holders at the 2016 Annual Meeting are as follows:
1. Shareholders elected each of the following seven nominees as a director to serve for a term to expire at the 2017 Annual Meeting of Shareholders of the Company and until his successor has been duly elected and qualified, as set forth below.
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Name |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Richard J. Hipple |
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68,651,901 |
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4,820,491 |
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5,630,188 |
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Gregory E. Hyland |
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69,408,441 |
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4,063,951 |
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5,630,188 |
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David A. Lorber |
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69,826,119 |
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3,646,274 |
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5,630,188 |
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Timothy K. Pistell |
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70,038,626 |
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3,433,766 |
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5,630,188 |
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Jeffry N. Quinn |
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47,003,603 |
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26,468,790 |
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5,630,188 |
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Peter T. Thomas |
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69,127,954 |
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4,344,438 |
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5,630,188 |
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Ronald P. Vargo |
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69,705,128 |
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3,767,264 |
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5,630,188 |
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2. Shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, as set forth below.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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77,259,294 |
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1,811,916 |
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31,371 |
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0 |
3. Shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as set forth below.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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68,681,354 |
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4,683,567 |
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107,290 |
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5,630,188 |
4. Shareholders approved a shareholder proposal regarding shareholder proxy access, as set forth below.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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40,425,775 |
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30,346,502 |
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2,700,115 |
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5,630,188 |
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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Ferro Corporation |
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Date: May 2, 2016 |
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By: /s/ Mark H. Duesenberg |
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Name: Mark H. Duesenberg |
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Title: Vice President, General Counsel and Secretary |