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 19, 2017
Forterra, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 1-37921 | 37-1830464 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S Employer Identification No.) | ||
511 East John Carpenter Freeway, 6th Floor, Irving, TX | 75062 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(469) 458-7973 |
(Registrant's telephone number, including area code) |
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))
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 June 19, 2017, Forterra, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders. At the annual meeting, stockholders voted on the matters listed below, each of which was discussed in greater detail in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities Exchange Commission on April 28, 2017 (the “Proxy Statement”). The final voting results with respect to each of these matters is set forth below.
Proposal No. 1 - Election of Directors
At the annual meeting, the Company’s stockholders elected the persons listed below as Class I directors for a three year term expiring at the Company’s 2020 annual meeting of stockholders.
Votes For | Votes Withheld | Broker Non-Votes | |
Kevin Barner | 51,379,458 | 10,109,258 | 1,574,854 |
Jeff Bradley | 54,951,051 | 6,537,665 | 1,574,854 |
Robert Corcoran | 54,732,726 | 6,755,990 | 1,574,854 |
Chadwick S. Suss | 51,705,931 | 9,782,785 | 1,574,854 |
Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
62,693,292 | 11,089 | 359,189 | 0 |
Proposal No. 3 - Non-Binding Vote on Executive Compensation
The Company’s stockholders, in a non-binding, advisory vote, approved the compensation paid to our named executive officers as disclosed in the Proxy Statement.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
60,883,616 | 192,910 | 412,189 | 1,574,855 |
Proposal 4 - Non-Binding Advisory Vote on Frequency of Votes on Executive Compensation
The Company’s stockholders voted, on an advisory basis, in favor of holding an advisory vote on the Company’s named executive officer compensation every year.
One Year | Two Years | Three Years | Abstained | Broker Non-Votes |
60,453,742 | 10,604 | 632,799 | 391,571 | 1,574,854 |
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.
Forterra, Inc. | |
/s/ Lori M. Browne | |
Lori M. Browne | |
Senior Vice President, General Counsel and Secretary | |
Date: June 21, 2017