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EX-99.2 - EX-99.2 - Trinseo S.A.a16-13842_1ex99d2.htm
EX-99.1 - EX-99.1 - Trinseo S.A.a16-13842_1ex99d1.htm

 

 

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): June 21, 2016

 


 

Trinseo S.A.

(Exact name of registrant as specified in its charter)

 


 

Luxembourg

 

N/A

(State or other jurisdiction
of incorporation)

 

(I.R.S. Employer
Identification Number)

 

001-36473

(Commission File Number)

 

1000 Chesterbrook Boulevard, Suite 300
Berwyn, Pennsylvania

 

19312

(Address of principal executive offices)

 

(Zip Code)

 

(610) 240-3200

(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:

 

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 5.07                                           Submission of Matters to a Vote of Security Holders.

 

On June 21, 2016, Trinseo S.A. (the “Company”) held its Annual General Meeting of Shareholders (the “General Meeting”) pursuant to notice duly given. A total of 44,120,509 ordinary shares were present or represented by proxy, which accounted for approximately 93.51% of the shares entitled to vote at the General Meeting. The Company’s shareholders voted on the following eleven proposals and cast their votes as set forth below.

 

Proposal One: The Election of Three Class II Directors

 

The Company’s shareholders approved the election of the Company’s Class II Director nominees by the votes set forth in the table below:

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

1. Christopher D. Pappas

 

35,344,871

 

6,995,887

 

15,652

 

1,764,099

 

2. Stephen M. Zide

 

36,026,111

 

6,314,648

 

15,651

 

1,764,099

 

3. Felix S. Hauser

 

38,629,182

 

3,711,577

 

15,651

 

1,764,099

 

 

Proposal Two:  Ratification of the Appointment of Stephen F. Thomas as a Class III Director

 

The Company’s shareholders ratified the appointment of Mr. Thomas as a Class III Director by the votes set forth in the table below:

 

For

 

38,640,472

 

Against

 

3,689,162

 

Abstain

 

26,776

 

Broker Non-Votes

 

1,764,099

 

 

Proposal Three:  Ratification of the Company’s Directors’ Compensation Program

 

The Company’s shareholders ratified the appointment of the Company’s directors’ compensation program by the votes set forth in the table below:

 

For

 

42,293,480

 

Against

 

47,171

 

Abstain

 

15,759

 

Broker Non-Votes

 

1,764,099

 

 

Proposal Four:  Approval, on an Advisory Basis, of the Company’s Named Executive Officer Compensation

 

The Company’s shareholders approved on an advisory basis the compensation paid to the Company’s named executive officers in 2015 and described in its proxy statement by the votes set forth in the table below:

 

For

 

36,787,451

 

Against

 

5,552,510

 

Abstain

 

16,449

 

Broker Non-Votes

 

1,764,099

 

 

Proposal Five:  Approval of the Company’s Luxembourg Statutory Accounts

 

The Company’s shareholders approved the Luxembourg Statutory Accounts as of and for the year ended December 31, 2015, showing total assets of $482.8 million and a loss for the year then ended of $15.9 million by the votes set forth in the table below:

 

For

 

43,898,824

 

Against

 

18,194

 

Abstain

 

203,491

 

 

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Proposal Six: Approval of the Allocation of the Results of the Financial Year Ended December 31, 2015

 

The Company’s shareholders approved that the $15.9 million loss for the year ended December 31, 2015 carry forward to the following year by the votes set forth in the table below:

 

For

 

43,937,501

 

Against

 

13,840

 

Abstain

 

169,168

 

 

Proposal Seven: Approval of the Granting of Discharge to the Directors and Independent Auditor for the Performance of their Respective Duties During the Year Ended December 31, 2015

 

The Company’s shareholders approved the granting of discharge to the directors and independent auditor for the performance of their duties during the year ended December 31, 2015 by the votes set forth in the table below:

 

For

 

42,158,814

 

Against

 

146,443

 

Abstain

 

51,153

 

Broker Non-Votes

 

1,764,099

 

 

Proposal Eight: Ratification of the Appointment of the Company’s Independent Auditor for All Statutory Accounts

 

The Company’s shareholders ratified the appointment of PricewaterhouseCoopers Société coopérative to be the Company’s independent auditor for all statutory accounts required under Luxembourg law for the year ended December 31, 2016 by the votes set forth in the table below:

 

For

 

43,846,324

 

Against

 

115,444

 

Abstain

 

158,741

 

 

Proposal Nine: Ratification of the Appointment of the Company’s Independent Registered Account Firm

 

The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP to be the Company’s independent registered accounting firm for the year ended December 31, 2016 by the votes set forth in the table below:

 

For

 

43,934,960

 

Against

 

114,603

 

Abstain

 

70,946

 

 

Proposal Ten: Authorize the Board to Make Repayments of Equity

 

The Company’s shareholders authorized the Board to approve repayments of equity in amounts and at intervals determined in their discretion and within limits of Luxembourg law by the votes set forth in the table below:

 

For

 

42,324,373

 

Against

 

14,611

 

Abstain

 

17,426

 

Broker Non-Votes

 

1,764,099

 

 

Proposal Eleven: Authorize the Board to Repurchase Up To 4.5 Million Ordinary Shares

 

The Company’s shareholders authorized the Board to repurchase up to 4.5 million of its outstanding ordinary shares over the next two years by the votes set forth in the table below:

 

For

 

42,324,817

 

Against

 

13,004

 

Abstain

 

18,589

 

Broker Non-Votes

 

1,764,099

 

 

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Item 8.01            Other Events

 

Repayment of Equity

 

On June 22, 2016, the Company’s Board of Directors declared a repayment of equity of $0.30 per ordinary share payable on July 20, 2016 to owners of record as of close of business on July 6, 2016.  A copy of the Company’s press release announcing this cash distribution to shareholders is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

Share Repurchase Program

 

On June 22, 2016, the Company’s Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company may, from time to time, purchase its ordinary shares for an aggregate repurchase price not to exceed $100 million. Share repurchases may be executed open market transactions or other means. The Share Repurchase Program does not have an expiration date and does not obligate the Company to purchase any shares. The authorization for the Share Repurchase Program may be terminated, increased or decreased by the Company’s Board of Directors at any time.  A copy of the Company’s press release announcing the Share Repurchase Program is attached as Exhibit 99.2

 

Item 9.01            Financial Statements Exhibits

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release, dated June 22, 2016 announcing repayment of equity

 

 

 

99.2

 

Press Release, dated June 22, 2016, announcing share repurchase program

 

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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.

 

 

 

 

Trinseo S.A.

 

 

 

 

By:

/s/ Angelo N. Chaclas

 

Name:

Angelo N. Chaclas

 

Title:

Senior Vice President, Chief Legal Officer, & Corporate Secretary

Date: June 22, 2016

 

 

 

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