UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 2011
A. SCHULMAN, INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-7459 | 34-0514850 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
3550 West Market Street, Akron, Ohio |
44333 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (330) 666-3751
(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 8, 2011, A. Schulman, Inc. (the Company) held its 2011 Annual Meeting of
Stockholders (the Annual Meeting) for the purposes of: (i) electing eleven directors for a term
expiring at the 2012 Annual Meeting of Stockholders; (ii) ratifying the appointment of
PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the
fiscal year ending August 31, 2012; (iii) approving a non-binding advisory vote regarding the
compensation of the Companys named executive officers as disclosed in its proxy statement; and
(iv) conducting a non-binding advisory vote recommending the frequency of conducting an advisory
vote on the Companys executive compensation. As of the close of business on October 14, 2011, the
record date for the Annual Meeting, 29,390,468 shares of common stock, $1.00, par value, were
outstanding and entitled to vote. At the Annual Meeting, 27,685,814, or approximately 94.20%, of
the outstanding shares of common stock entitled to vote were represented in person or by proxy.
The results of the voting at the Annual Meeting are as follows:
1. | To elect eleven directors whose terms will expire at the Annual Meeting of Stockholders
in 2012: |
Votes | Broker | |||||||||||
Name | Votes For | Withheld | Non-Votes | |||||||||
Eugene R. Allspach |
24,663,709 | 131,980 | 2,890,125 | |||||||||
Gregory T. Barmore |
24,659,246 | 136,443 | 2,890,125 | |||||||||
David G. Birney |
24,664,487 | 131,202 | 2,890,125 | |||||||||
Howard R. Curd |
24,662,559 | 133,130 | 2,890,125 | |||||||||
Joseph M. Gingo |
23,916,183 | 879,506 | 2,890,125 | |||||||||
Michael A. McManus, Jr. |
24,545,913 | 249,776 | 2,890,125 | |||||||||
Lee D. Meyer |
24,656,360 | 139,329 | 2,890,125 | |||||||||
James A. Mitarotonda |
24,569,789 | 225,900 | 2,890,125 | |||||||||
Ernest J. Novak, Jr. |
24,024,681 | 771,008 | 2,890,125 | |||||||||
Dr. Irvin D. Reid |
24,654,990 | 140,699 | 2,890,125 | |||||||||
John B. Yasinsky |
24,201,335 | 594,354 | 2,890,125 |
2. | To approve the ratification of the appointment of PricewaterhouseCoopers LLP as the
Companys independent registered public accounting firm for the fiscal year ending August
31, 2012: |
Votes For
|
Votes Against | Abstentions | Broker Non-Votes | |||
26,206,856 | 1,447,308 | 31,650 | 0 |
3. | To approve, on an advisory basis, the compensation of the Companys named executive
officers as disclosed in its proxy statement: |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
24,498,443 | 128,869 | 168,377 | 2,890,125 |
4. | To recommend, on an advisory basis, the frequency of holding an advisory vote on
executive compensation: |
1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
21,750,417 | 44,840 | 2,840,237 | 160,195 | 2,890,125 |
In accordance with the Board of Directors recommendation and the voting results on Proposal
4, the Board of Directors has determined that it will hold future votes on executive compensation
annually.
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.
A. Schulman, Inc. |
||||
By: | /s/ David C. Minc | |||
David C. Minc | ||||
Vice President, Chief Legal Officer and Secretary |
Date: December 23, 2011