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 25, 2017
ESSENDANT INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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0-10653 |
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36-3141189 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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One Parkway North Blvd. Suite 100 Deerfield, Illinois |
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60015-2559 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code (847) 627-7000
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 (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).
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Emerging growth company ☐ |
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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. ☐
The Annual Meeting of Shareholders of the Registrant (the “Annual Meeting”) was held in Deerfield, Illinois on Tuesday, May 23, 2017. The following matters were voted on by the Registrant’s shareholders at the Annual Meeting and received the following votes:
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1. |
Proposal 1 – Election of Three Class I Directors to serve for a three-year term expiring in 2020: |
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Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
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Jean S. Blackwell |
33,328,137 |
358,477 |
1,521,423 |
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Dennis J. Martin |
33,448,159 |
238,455 |
1,521,423 |
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Paul S. Williams |
33,389,470 |
297,144 |
1,521,423 |
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2. |
Proposal 2 – A proposal to ratify the selection of Ernst & Young LLP as the Registrant’s independent registered public accounting firm for 2017: |
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Votes For |
Votes Against |
Abstentions |
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No. of Shares |
34,943,047 |
237,552 |
27,438 |
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3. |
Proposal 3 – An advisory (nonbinding) vote on the compensation of the Registrant’s named executive officers: |
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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No. of Shares |
33,205,138 |
435,318 |
46,158 |
1,521,423 |
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4. |
Proposal 4 – An advisory (nonbinding) vote on the frequency of the vote on compensation of the Registrant’s named executive officers: |
(Board of Directors recommendation of 1 Year):
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1 Year |
2 Years |
3 Years |
Abstentions |
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No. of Shares |
26,486,351 |
310,531 |
6,813,858 |
75,874 |
As stated in the Registrant’s most recent proxy statement, the Registrant’s Board of Directors had recommended to stockholders that they vote for annual Say on Pay votes. Based on the Board’s previous discussions and recommendation, and the outcome of the non-binding advisory vote on Proposal Four, the Board determined that the Company will have annual Say on Pay advisory votes.
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, thereunto duly authorized.
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ESSENDANT INC. |
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Date: May 25, 2017 |
/s/Brendan J. McKeough |
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Senior Vice President, General Counsel and Secretary |