Attached files

file filename
EX-99.2 - PRESS RELEASE DATED AUGUST 1, 2011 ANNOUNCING FINANCIAL RESULTS - Innophos Holdings, Inc.dex992.htm
EX-99.1 - PRESS RELEASE DATED AUGUST 1, 2011 - Innophos Holdings, Inc.dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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: April 28, 2011)

 

 

Innophos Holdings, Inc.

(Exact name of Registrant as specified in its their Charter)

 

 

 

Delaware   001-33124   20-1380758

(States or other jurisdictions

of incorporation)

 

(Commission

File Numbers)

 

(IRS Employer

Identification Nos.)

259 Prospect Plains Road Cranbury,

New Jersey 08512

(Address of Principal Executive Office, including Zip Code)

(609) 495-2495

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2011 Annual Meeting of Stockholders of Innophos Holdings, Inc. held on May 20, 2011, the Registrant’s stockholders voted on four proposals disclosed in the Registrant’s 2011 Proxy Statement dated April 20, 2011: (i) Proposal 1-Election of Board Members; (ii) Proposal 2-Approval of Selection of Independent Registered Public Accounting Firm; (iii) Proposal 3-Advisory Vote on Executive Compensation; and (iv) Proposal 4-Advisory Vote on Frequency of Future Executive Compensation Advisory Votes.

The results of the voting were as follows:

Proposal 1-Election of Board Members

 

Director Nominee

 

For

 

Withhold

 

Broker Non-Vote

Gary Cappeline

  17,260,009   466,910   2,317,074

Amado Cavazos

  17,359,538   367,381   2,317,047

Randolph Gress

  17,373,733   353,186   2,317,074

Linda Myrick

  17,703,140   23,779   2,317,074

Karen Osar

  17,209,129   517,790   2,317,074

John Steitz

  14,997,815   2,729,104   2,317,074

Stephen Zide

  17,702,205   24,714   2,317,074

Proposal 2-Approval of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm

 

For

 

Against

 

Abstain

 

Broker Non-Vote

19,357,871

  653,905   32,217   0

Proposal 3- Advisory Vote on Executive Compensation

 

For

 

Against

 

Abstain

 

Broker Non-Vote

16,996,551

  706,644   23,724   2,317,074

Proposal 4- Advisory Vote on Frequency of Future Executive Compensation Advisory Votes

 

3 Years

 

2 Years

 

1 Year

 

Abstain

 

Broker Non-Vote

3,110,889

  73,758   14,523,974   18,298   2,317,047

Item 8.01 Other Items.

On August 1, 2011, the Registrant announced the formation of a new subsidiary in China, Innophos (Taicang) Food Ingredients Manufacturing Co., Ltd. The text of the press release is filed with this report as Exhibit 99.1 and is incorporated by reference in response to this item.

On August 1, 2011, the Registrant issued a press release announcing its financial results for the second quarter of 2011 and that it will be hosting a live conference call to discuss the results. The text of the press release is filed with this report as Exhibit 99.2 and is incorporated by reference in response to this item.


Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed with this report:

 

(d) Exhibit

No.

 

Description

99.1   Press Release dated August 1, 2011 announcing formation of a new subsidiary in China
99.2   Press Release dated August 1, 2011 announcing financial results for the second quarter of 2011

SIGNATURES

According 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.

 

INNOPHOS HOLDINGS, INC.
By:  

/s/ Neil Salmon

Name:   Neil Salmon
Title:   Vice President and Chief Financial Officer

Dated: August 1, 2011