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 16, 2016 (May 13, 2016)

INNOPHOS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

 
 
 
 
 
Delaware
 
001-33124

 
20-1380758

(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

259 Prospect Plains Road
Cranbury, New Jersey 08512
(Address of principal executive offices) (Zip Code)
(609) 495-2495
(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 2016 Annual Meeting of Stockholders of Innophos Holdings, Inc. (the “Company”) held on May 13, 2016, the Company’s stockholders voted on the three proposals disclosed in the Company’s 2016 Proxy Statement dated April 13, 2016: (i) Proposal 1 – Election of eight members of the Board of Directors for terms extending until the next Annual Meeting; (ii) Proposal 2 – Ratification of Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2016; and (iii) Proposal 3 – Advisory Vote on Approval of Executive Compensation.

The final results of the voting were as follows:

Proposal 1 – Election of Board Members
Director Nominee
For

Withheld

Broker Non-Vote

 
 
 
 
Gary Cappeline
16,143,981

218,538

1,375,601

Kim Ann Mink
16,294,874

67,645

1,375,601

Linda Myrick
16,106,883

255,636

1,375,601

Karen Osar
16,036,107

326,412

1,375,601

John Steitz
15,922,007

440,512

1,375,601

Peter Thomas
16,063,710

298,809

1,375,601

James Zallie
16,315,939

46,580

1,375,601

Robert Zatta
15,975,331

387,188

1,375,601



Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm

For

Against

Abstain

Broker Non-Vote

16,857,477

859,879

20,764

0



Proposal 3 – Advisory Vote on Approval of Executive Compensation

For

Against

Abstain

Broker Non-Vote

8,286,905

8,055,027

20,407

1,375,601













SIGNATURES

According 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.
 
 
 
 
 
 
 
INNOPHOS HOLDINGS, INC. 
 
 
 
 
 
May 16, 2016
 
By:
 
/s/ Joshua Horenstein
 
 
 
 
 
 
 
Name:
 
Joshua Horenstein
 
 
 Title:
 
Chief Legal Officer and Corporate Secretary