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: May 2, 2013
(Date of earliest event reported)
Stillwater Mining Company
(Exact name of registrant as specified in its charter)
| DE (State or other jurisdiction of incorporation) |
001-13053 (Commission File Number) |
81-0480654 (IRS Employer Identification Number) | ||
| 1321 Discovery Drive, Billings, Montana (Address of principal executive offices) |
59102 (Zip Code) | |||
(406) 373-8700
(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
On May 7, 2013, the independent inspector of elections for the Company’s 2013 Annual Meeting of Shareholders (the “2013 Annual Meeting”) held on May 2, 2013 delivered its final tabulation of voting results for each of the matters submitted to a vote at the 2013 Annual Meeting, certifying the voting results set forth below. Because of the solicitation of proxies by Clinton Relational Opportunity Master Fund, L.P. (together with certain of its affiliates, the “Clinton Group”) and the contested nature of the 2013 Annual Meeting, broker non-votes were only counted for Proposal 2, the ratification of the appointment of KPMG LLP as the Company’s independent registered accounting firm for 2013.
Based on the certification of the voting results by the independent inspector of elections, the Company’s shareholders elected the following nominees as directors for terms expiring at the Company’s 2014 Annual Meeting of Shareholders: George M. Bee, Francis R. McAllister, Michael S. Parrett, Gary A. Sugar, Charles R. Engles, Michael McMullen, Patrice E. Merrin and Brian Schweitzer. These nominees represented four of the Board’s nominees and four of the Clinton Group’s nominees. The complete final tabulation of voting results for the election of directors is set forth below.
Board of Directors Nominees:
| Nominee |
Shares Voted For |
Shares Withheld |
Broker Non-Votes |
|||||||||
| George M. Bee |
49,325,780 | 1,072,904 | 6,837,642 | |||||||||
| Craig L. Fuller |
23,421,831 | 13,849,719 | 6,837,642 | |||||||||
| Patrick M. James |
27,108,248 | 10,163,302 | 6,837,642 | |||||||||
| Steven S. Lucas |
23,154,155 | 14,117,395 | 6,837,642 | |||||||||
| Francis R. McAllister |
48,934,731 | 1,463,953 | 6,837,642 | |||||||||
| Michael S. Parrett |
42,465,050 | 7,933,634 | 6,837,642 | |||||||||
| Sheryl K. Pressler |
30,266,453 | 7,005,097 | 6,837,642 | |||||||||
| Gary A. Sugar |
49,331,593 | 1,067,091 | 6,837,642 | |||||||||
Clinton Group Nominees:
| Nominee |
Shares Voted For |
Shares Withheld |
Broker Non-Votes |
|||||||||
| Charles R. Engles |
56,546,147 | 672,751 | 6,837,642 | |||||||||
| Seth E. Gardner |
29,992,093 | 14,099,671 | 6,837,642 | |||||||||
| Michael McMullen |
56,317,690 | 901,208 | 6,837,642 | |||||||||
| Michael McNamara |
29,946,902 | 14,144,862 | 6,837,642 | |||||||||
| Patrice E. Merrin |
52,704,430 | 4,514,168 | 6,837,642 | |||||||||
| Brian Schweitzer |
56,546,463 | 672,435 | 6,837,642 | |||||||||
| Gregory P. Taxin |
30,073,462 | 14,018,302 | 6,837,642 | |||||||||
The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered accounting firm for 2013 by the votes indicated:
| Shares Voted For |
Shares Voted Against |
Abstentions |
Broker Non-Votes | |||
| 98,753,416 |
1,127,092 | 1,447,582 | 0 |
The Company’s shareholders voted against a resolution, on a nonbinding, advisory basis, to approve named executive officer compensation as disclosed in the Compensation Discussion and Analysis section and compensation tables contained in the Company’s proxy statement for the 2013 Annual Meeting by the votes indicated:
| Shares Voted For |
Shares Voted Against |
Abstentions |
Broker Non-Votes | |||
| 30,329,078 |
62,142,665 | 2,018,704 | 6,837,643 |
A shareholder-proposed By-law Amendment to require supermajority voting for certain Board actions was withdrawn by the Clinton Group at the 2013 Annual Meeting and was not presented for a vote.
SIGNATURE
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.
| Dated: May 8, 2013 |
STILLWATER MINING COMPANY | |||||
| By: | /s/ Brent R. Wadman Brent R. Wadman Corporate Secretary | |||||