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): February 3, 2015

 

Commission File Number: 1-9852

 

CHASE CORPORATION

(Exact name of registrant as specified in its charter)

 

Massachusetts

 

11-1797126

(State or other jurisdiction of incorporation of
organization)

 

(I.R.S. Employer Identification No.)

 

26 Summer Street, Bridgewater, Massachusetts 02324

(Address of Principal Executive Offices, Including Zip Code)

 

(508) 819-4200

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(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 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

As part of Chase Corporation’s (the “Company”) succession plan, effective with its annual shareholders meeting held on February 3, 2015, and as approved by the board at that time, Adam P. Chase has been named President and Chief Executive Officer of Chase Corporation and Peter R. Chase has been named Executive Chairman of Chase Corporation.

 

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

 

The 2015 Annual Meeting of Shareholders of Chase Corporation was held on February 3, 2015.  The following proposals were voted on at the 2015 Annual Meeting.  Each proposal is more fully described in the Company’s Definitive Proxy Statement for the 2015 Annual Meeting, as filed with the SEC on December 22, 2014.

 

Proposal 1 — For the election of nominees for the Board of Directors.  The nine nominees named in the Company’s Definitive Proxy Statement were elected as Directors, to serve until the 2016 Annual Meeting of Shareholders, with the following votes:

 

Name of Director

 

In Favor

 

Votes Withheld

 

Broker Non-Votes

 

Everett Chadwick, Jr.

 

5,638,474

 

752,823

 

1,609,986

 

Adam P. Chase

 

5,734,596

 

656,701

 

1,609,986

 

Peter R. Chase

 

5,645,730

 

745,567

 

1,609,986

 

Mary Claire Chase

 

5,644,750

 

746,547

 

1,609,986

 

John H. Derby III

 

6,283,990

 

107,307

 

1,609,986

 

Lewis P. Gack

 

6,284,907

 

106,390

 

1,609,986

 

George M. Hughes

 

5,011,251

 

1,380,046

 

1,609,986

 

Ronald Levy

 

6,268,116

 

123,181

 

1,609,986

 

Thomas Wroe, Jr.

 

6,278,263

 

113,034

 

1,609,986

 

 

Proposal 2 — A non-binding, advisory vote to approve the executive compensation of our named executive officers.  Although this vote is non-binding on the Company or the Board of Directors, the voting results will be reviewed and considered when making future decisions regarding the Company’s executive compensation program.  The proposal passed with the following votes:

 

In Favor

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

6,250,504

 

127,257

 

13,534

 

1,609,987

 

 

Proposal 3 — For the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2015.  The proposal passed with the following votes:

 

In Favor

 

Votes Against

 

Abstentions

 

7,945,185

 

25,292

 

30,805

 

 

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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, thereunto duly authorized.

 

 

Chase Corporation

 

 

Dated: February 5, 2015

By:

/s/ Kenneth J. Feroldi

 

 

Kenneth J. Feroldi

 

 

Treasurer and Chief Financial Officer

 

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