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) August 19, 2015
Multi-Color Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| Ohio | 0-16148 | 31-1125853 | ||
| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NUMBER) |
(IRS EMPLOYER IDENTIFICATION NO.) |
| 4053 Clough Woods Dr., Batavia, Ohio | 45103 | |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (ZIP CODE) |
Registrant’s telephone number, including area code (513) 381-1480
(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 (see General Instructions A.2. below):
| ¨ | Written communication 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. |
Multi-Color Corporation convened its annual meeting of shareholders on August 19, 2015. The voting results on the proposals considered at the meeting are:
Proposal No. 1: Election of Directors
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Ari J. Benacerraf |
14,190,552 | 215,308 | 777,333 | |||||||||
| Robert R. Buck |
10,666,481 | 3,739,379 | 777,333 | |||||||||
| Charles B. Connolly |
9,967,276 | 4,438,584 | 777,333 | |||||||||
| Thomas M. Mohr |
10,666,703 | 3,739,157 | 777,333 | |||||||||
| Simon T. Roberts |
10,666,404 | 3,739,456 | 777,333 | |||||||||
| Nigel A. Vinecombe |
14,220,411 | 185,449 | 777,333 | |||||||||
| Matthew M. Walsh |
14,243,129 | 162,731 | 777,333 | |||||||||
Proposal No. 2: Ratification of the Appointment of Grant Thornton LLP as Independent Registered Public Accounting Firm for Fiscal Year 2016
| Votes For |
15,161,099 | |||
| Votes Against |
11,560 | |||
| Abstentions |
10,534 |
Proposal No. 3: Advisory (Non-Binding) Approval of Executive Compensation
| Votes For |
14,107,114 | |||
| Votes Against |
271,272 | |||
| Abstentions |
27,474 | |||
| Broker Non-Votes |
777,333 |
Proposal No. 4: Increase the Number of Authorized Shares of Common Stock
| Votes For |
13,518,911 | |||
| Votes Against |
1,627,501 | |||
| Abstentions |
9,888 | |||
| Broker Non-Votes |
26,893 |
| Item 8.01 | Other Events. |
On August 19, 2015, the Board of Directors (the “Board”) of the Company appointed Matthew M. Walsh as the new Chairman of the Audit and Finance Committee and a member of the Compensation and Organizational Development Committee. Charles B. Connolly, the previous Chairman, and Thomas M. Mohr, are no longer members of the Audit and Finance Committee.
The Board also appointed Charles B. Connolly as the new Chairman and Thomas M. Mohr as a member of the Nominating and Corporate Governance Committee. Mr. Connolly has been the acting Chairman of the Nominating and Corporate Governance Committee since the retirement of Roger A. Keller.
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.
| MULTI-COLOR CORPORATION | ||||||
| Date: August 24, 2015 | By: | /s/ Sharon E. Birkett | ||||
| Name: | Sharon E. Birkett | |||||
| Title: | Vice President, Chief Financial Officer, Secretary | |||||