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, 2017
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) | |
Registrant’s telephone number, including area code | 609-495-2495 | |
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 (§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.
At the 2017 Annual Meeting of Stockholders of Innophos Holdings, Inc. (the “Company”) held on May 16, 2017, the Company’s stockholders voted on the four proposals disclosed in the Company’s 2017 Proxy Statement dated April 3, 2017: (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 2017; (iii) Proposal 3 – Advisory Vote on Approval of Executive Compensation; and Proposal 4 – Advisory Vote on Frequency of Holding Future Advisory Votes 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 | 15,800,309 | 957,839 | 1,313,382 |
Kim Ann Mink | 15,708,926 | 1,049,222 | 1,313,382 |
Linda Myrick | 16,309,342 | 448,806 | 1,313,382 |
Karen Osar | 16,299,320 | 458,828 | 1,313,382 |
John Steitz | 15,623,440 | 1,134,708 | 1,313,382 |
Peter Thomas | 16,299,323 | 458,825 | 1,313,382 |
James Zallie | 16,530,539 | 227,609 | 1,313,382 |
Robert Zatta | 16,316,699 | 441,449 | 1,313,382 |
Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm
For | Against | Abstain | Broker Non-Vote |
16,732,306 | 1,326,510 | 12,714 | 0 |
Proposal 3 – Advisory Vote on Approval of Executive Compensation
For | Against | Abstain | Broker Non-Vote |
10,008,785 | 6,656,976 | 92,387 | 1,313,382 |
Proposal 4 – Advisory Vote on Frequency of Holding Future Advisory Votes on Approval of Executive Compensation
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote |
13,438,239 | 11,155 | 3,301,224 | 7,530 | 1,313,382 |
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, 2017 | By: | /s/ Joshua Horenstein | ||
Name: | Joshua Horenstein | |||
Title: | SVP, Chief Legal Officer and Corporate Secretary | |||