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)        April 27, 2017

 

 

CAMBREX CORPORATION

(Exact name of Registrant as specified in its charter)

 

DELAWARE

 

1-10638    

 

22-2476135 

(State or other jurisdiction of

incorporation) 

 

(Commission File Number)

 

(IRS Employer Identification No.)

                           

                 ONE MEADOWLANDS PLAZA, EAST RUTHERFORD, 

NEW JERSEY               07073

(Address of principal executive offices) 

   (Zip Code)

 

Registrant's telephone number, including area code:               (201) 804-3000                    

 

 

Check the appropriate box 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 Instruction A.2 below):

 

[ ] 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [ ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] 

 

 
 

 

  

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

 

On April 27, 2017, the Company held its annual meeting of stockholders pursuant to notice duly given. At the meeting, the stockholders voted on the following five proposals and cast their votes as described below. For more information about the proposals set forth below, please see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 21, 2017.

 

 

1. Proposal 1 – Election of Directors. All of the nominees for director were elected for a term expiring at the next annual meeting of stockholders and until their successors are duly elected and qualified by the votes set forth in the table below:

 

  

 

For

 

Against

 

Abstain

Broker

Non-Votes

Rosina B. Dixon

28,598,156

438,027

9,266

1,388,231

Claes Glassell

28,726,710

309,753

8,986

1,388,231

Louis J. Grabowsky

28,761,600

274,563

9,286

1,388,231

Bernhard Hampl

28,758,426

277,734

9,289

1,388,231

Kathryn Rudie Harrigan

28,622,632

413,551

9,266

1,388,231

Ilan Kaufthal

28,550,726

485,236

9,487

1,388,231

Steven M. Klosk

28,734,429

302,272

8,748

1,388,231

Peter G. Tombros

28,545,487

490,317

9,645

1,388,231

Shlomo Yanai

28,594,079

442,084

9,286

1,388,231

 

 

2. Proposal 2 – Say on Pay. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the definitive proxy statement, as set forth below:

 

For

Against

Abstain

Broker Non-Votes

28,449,340

566,409

29,700

1,388,231

 

3. Proposal 3Frequency of Say on Pay Vote. The Company’s stockholders voted, on an advisory basis, that the frequency of named executive officer compensation advisory votes should be every year, as set forth below:

 

1 year

2 years

3 years

Abstain

Broker Non-Votes

24,544,467

83,239

4,400,034

17,709

1,388,231

 

Based on these results, and consistent with the recommendation of the Company’s board of directors (the “Board”), the Board has determined that the Company will hold an advisory vote on named executive officer compensation every year.  

 

4. Proposal 4 – Approval of Amended and Restated Executive Cash Incentive Plan. The Company’s stockholders approved the Company’s Amended and Restated Executive Cash Incentive Plan, as disclosed in the definitive proxy statement, as set forth below:

 

For

Against

Abstain

Broker Non-Votes

28,563,335

452,487

29,627

1,388,231

  

 
 

 

  

5. Proposal 5 – Ratification of Independent Registered Public Accountants. The Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2017, by the votes set forth in the table below:

 

For

Against

Abstain

30,124,454

301,770

7,456

 

The proposal to ratify the appointment of BDO USA, LLP was a routine matter and, therefore, there were no broker non-votes relating to that matter.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.

 

 

 

CAMBREX CORPORATION

 

 

 

 

 

 

 

 

 

Date: May 2, 2017     

By:

/s/ Samantha Hanley   

 

 

Name: 

Samantha Hanley

 

 

Title:

Vice President and General Counsel