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 |
Ferro Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
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Ohio |
1-584 |
34-0217820 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) |
File Number) |
Identification No.) |
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6060 Parkland Boulevard Suite 250, Mayfield Heights, Ohio |
44124 |
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_______________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrant’s telephone number, including area code: |
216-875-5600 |
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
[ ] 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, Ferro Corporation (the “Company”) held its 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”). The final results of voting on each of the matters submitted to a vote of security holders at the 2017 Annual Meeting are as follows:
1. Shareholders elected each of the following seven nominees as a director to serve for a term to expire at the 2018 Annual Meeting of Shareholders of the Company and until his successor has been duly elected and qualified, as set forth below.
Name |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Votes Uncast |
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Richard J. Hipple |
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72,100,160 |
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2,702,253 |
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4,017,233 |
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0 |
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Gregory E. Hyland |
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72,069,157 |
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2,733,256 |
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4,017,233 |
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0 |
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David A. Lorber |
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73,556,996 |
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1,245,418 |
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4,017,233 |
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0 |
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Andrew M. Ross |
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74,113,606 |
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688,807 |
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4,017,233 |
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0 |
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Allen. A. Spizzo |
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74,104,035 |
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698,378 |
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4,017,233 |
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0 |
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Peter T. Thomas |
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73,271,935 |
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1,530,478 |
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4,017,233 |
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0 |
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Ronald P. Vargo |
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73,981,561 |
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820,852 |
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4,017,233 |
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0 |
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2. Shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, as set forth below.
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
77,782,477 |
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1,018,744 |
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18,425 |
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0 |
3. Shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as set forth below.
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
72,152,921 |
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1,900,013 |
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749,480 |
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4,017,233 |
4. Shareholders approved, on an advisory basis, that the advisory vote on the compensation paid to the Company’s named executive officers shall occur every year.
Votes For One Year |
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Votes For Two Years |
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Votes For Three Years |
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Abstentions |
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Broker Non-Votes |
66,359,930 |
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257,815 |
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8,150,673 |
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33,996 |
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4,017,233 |
After considering these results, and consistent with its recommendation, the Board of Directors determined at its meeting on April 27, 2017 to continue to hold an advisory vote on the compensation paid to the Company’s named executive officers every year, until the next shareholder advisory vote on the frequency of shareholder votes on executive compensation.
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.
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Ferro Corporation |
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Date: May 2, 2017 |
By: |
/s/ Mark H. Duesenberg |
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Name: Mark H. Duesenberg |
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Title: Vice President, General Counsel and Secretary |