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): | May 6, 2015 |
TIMKENSTEEL CORPORATION (Exact name of registrant as specified in its charter) |
Ohio | 1-36313 | 46-4024951 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
1835 Dueber Avenue, SW, Canton, OH 44706 |
(Address of Principal Executive Offices) (Zip Code) |
(330) 471-7000 |
(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 Annual Meeting of Shareholders of TimkenSteel Corporation (the “Company”) held on May 6, 2015, shareholders elected each of the three directors nominated by the Company’s Board of Directors to three-year terms expiring at the 2018 Annual Meeting of Shareholders. The shareholders also ratified the selection of Ernst & Young LLP as the Company’s independent auditor for the year ending December 31, 2015; approved, on an advisory basis, the compensation of the Company’s named executive officers; recommended, on an advisory basis, that shareholder advisory votes on named executive officer compensation occur annually; approved the TimkenSteel Corporation Amended and Restated Senior Executive Management Performance Plan; and approved the material terms for qualified performance-based compensation under the TimkenSteel Corporation 2014 Equity and Incentive Compensation Plan. The final voting results from the meeting are as follows:
Proposal 1 - Election of Directors
Nominee | For | Withheld | Broker Non-Votes |
Joseph A. Carrabba | 36,379,404 | 921,753 | 3,006,581 |
Phillip R. Cox | 36,496,528 | 804,629 | 3,006,581 |
John P. Reilly | 36,426,732 | 874,425 | 3,006,581 |
Proposal 2 - Ratification of the Selection of Ernst & Young as the Company’s Independent Auditors for 2015
For | Withheld | Abstain | Broker Non-Votes |
39,775,818 | 52,796 | 479,124 | 0 |
Proposal 3 - Approval, on an Advisory Basis, of Named Executive Officer Compensation
For | Withheld | Abstain | Broker Non-Votes |
36,171,943 | 978,777 | 150,433 | 3,006,585 |
Proposal 4 - Frequency of Shareholder Advisory Votes on Named Executive Officer Compensation
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
33,810,080 | 417,927 | 2,891,666 | 181,477 | 3,006,588 |
Proposal 5 - Approval of the TimkenSteel Corporation Amended and Restated Senior Executive Management Performance Plan
For | Withheld | Abstain | Broker Non-Votes |
35,980,823 | 1,165,012 | 155,319 | 3,006,584 |
Proposal 6 - Approval of the Material Terms for Qualified Performance-Based Compensation under the TimkenSteel Corporation 2014 Equity and Incentive Compensation Plan
For | Withheld | Abstain | Broker Non-Votes |
35,912,826 | 1,248,621 | 139,705 | 3,006,586 |
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.
TIMKENSTEEL CORPORATION | |||
Date: | May 8, 2015 | By: | /s/ Frank A. DiPiero |
Frank A. DiPiero | |||
Executive Vice President, General Counsel and Secretary | |||