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 21, 2017

 


 

Trinseo S.A.

(Exact name of registrant as specified in its charter)

 


 

Luxembourg

 

001-36473

 

N/A

(State or other jurisdiction
of incorporation or organization)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification Number)

 

1000 Chesterbrook Boulevard, Suite 300,

Berwyn, Pennsylvania 19312

(Address of principal executive offices, including zip code)

 

(610) 240-3200

(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 (see General Instruction A.2. below):

 

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 o

 

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. o

 

 

 



 

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

 

On June 21, 2017, Trinseo S.A. (the “Company”) held its Annual General Meeting of Shareholders (the “General Meeting”) pursuant to notice duly given. A total of 41,053,510 ordinary shares were present or represented by proxy, which accounted for approximately 93% of the shares entitled to vote at the General Meeting. The Company’s shareholders voted on the following eleven proposals and cast their votes as set forth below.

 

Proposal One: Election of Class III Directors

 

The Company’s shareholders approved the election of the Company’s Class III Director nominees by the votes set forth in the table below:

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

1. K’Lynne Johnson

 

37,389,448

 

59,106

 

17,107

 

3,587,849

 

2. Donald Misheff

 

21,659,040

 

15,789,319

 

17,302

 

3,587,849

 

 

Proposal Two:  Ratification of the Appointments of Philip Martens as a Class II Director and Joseph Alvarado as a Class I Director

 

The Company’s shareholders ratified the Board’s appointments of Philip Martens as a Class II Director and Joseph Alvarado as a Class I Director by the votes set forth in the table below:

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

1. Philip Martens

 

37,369,671

 

78,158

 

17,832

 

3,587,849

 

2. Joseph Alvarado

 

37,401,459

 

46,306

 

17,896

 

3,587,849

 

 

Proposal Three:  Approval of Changes to the Company’s Director Compensation Program

 

The Company’s shareholders approved the proposed changes to the Company’s director compensation program as described in its proxy statement by the votes set forth in the table below:

 

For

 

37,238,454

 

Against

 

184,627

 

Abstain

 

42,580

 

Broker Non-Votes

 

3,587,849

 

 

Proposal Four:  Approval, on an Advisory Basis, of the Company’s Named Executive Officer Compensation

 

The Company’s shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers in 2016 and described in its proxy statement by the votes set forth in the table below:

 

For

 

36,051,841

 

Against

 

1,387,606

 

Abstain

 

26,214

 

Broker Non-Votes

 

3,587,849

 

 

Proposal Five:  Approval of the Company’s Luxembourg Statutory Accounts

 

The Company’s shareholders approved the Company’s Luxembourg annual statutory accounts as of and for the year ended December 31, 2016 by the votes set forth in the table below:

 

For

 

40,898,282

 

Against

 

11,827

 

Abstain

 

143,401

 

 

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Proposal Six: Approval of the Allocation of the Results of the Financial Year Ended December 31, 2016

 

The Company’s shareholders approved that the $77.7 million profit for the year ended December 31, 2016 be retained to the following year by the votes set forth in the table below:

 

For

 

40,958,090

 

Against

 

16,136

 

Abstain

 

79,284

 

 

Proposal Seven: Approval of the Granting of Discharge to the Directors and Auditor for the Performance of their Respective Duties during the Financial Year Ended December 31, 2016

 

The Company’s shareholders approved the granting of discharge to the directors and auditor for the performance of their duties during the financial year ended December 31, 2016 by the votes set forth in the table below:

 

For

 

37,302,361

 

Against

 

86,746

 

Abstain

 

76,554

 

Broker Non-Votes

 

3,587,849

 

 

Proposal Eight: Ratification of the Appointment of the Company’s Independent Auditor for All Statutory Accounts

 

The Company’s shareholders ratified the appointment of PricewaterhouseCoopers Société coopérative to be the Company’s independent auditor for all statutory accounts required under Luxembourg law for the year ended December 31, 2017 by the votes set forth in the table below:

 

For

 

40,326,033

 

Against

 

632,388

 

Abstain

 

95,089

 

 

Proposal Nine: Ratification of the Appointment of the Company’s Independent Registered Accounting Firm

 

The Company’s shareholders ratified the audit committee’s appointment of PricewaterhouseCoopers LLP to be the Company’s independent registered accounting firm for the year ended December 31, 2017 by the votes set forth in the table below:

 

For

 

40,293,982

 

Against

 

665,133

 

Abstain

 

94,395

 

 

Proposal Ten: Authorization of the Company’s New Share Repurchase Program

 

The Company’s shareholders authorized the Company’s new share repurchase program, whereby the Board is empowered to repurchase up to  4 million of its outstanding ordinary shares over the next three years, by the votes set forth in the table below:

 

For

 

40,782,151

 

Against

 

75,851

 

Abstain

 

195,508

 

 

Proposal Eleven: Approval of Amendments to the Company’s Articles of Association

 

The Company’s shareholders approved the proposed amendments to the Company’s articles of association as described in its proxy statement by the votes set forth in the table below:

 

For

 

37,358,859

 

Against

 

77,601

 

Abstain

 

29,201

 

Broker Non-Votes

 

3,587,849

 

 

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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.

 

 

 

Trinseo S.A.

 

 

 

 

By:

/s/ Angelo N. Chaclas

 

Name:

Angelo N. Chaclas

 

Title:

Senior Vice President, Chief Legal Officer, & Corporate Secretary

Date: June 22, 2017

 

 

 

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