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, 2018
TIMKENSTEEL CORPORATION
(Exact name of registrant as specified in its charter)
Ohio | 1-36313 | 46-4024951 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1835 Dueber Avenue, SW, Canton, OH 44706
(Address of Principal Executive Offices) (Zip Code)
(330) 471-7000
(Registrants Telephone Number, Including Area Code)
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 27, 2018, Tina M. Beskid, Vice President - Corporate Controller and Investor Relations, notified TimkenSteel Corporation (the Company) that she intends to resign from her employment with the Company, effective May 31, 2018, to pursue another opportunity. Ms. Beskid has served as the Companys principal accounting officer since January 2016. Christopher J. Holding, the Companys Executive Vice President and Chief Financial Officer, will serve as principal accounting officer for the Company effective as of Ms. Beskids resignation, in addition to serving in his role of principal financial officer. Mr. Holding, age 59, has been Executive Vice President and Chief Financial Officer since the Companys spinoff in June 2014 from The Timken Company (Timken). From 2010 to the spinoff, he served as Timkens Senior Vice President of Tax and Treasury.
Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Companys Annual Meeting of Shareholders held on May 3, 2018, shareholders elected each of the four directors nominated by the Companys Board of Directors to three-year terms. The shareholders also ratified the selection of Ernst & Young LLP as the Companys independent auditor for the year ending December 31, 2018, and approved, on an advisory basis, the compensation of the Companys named executive officers. The final voting results from the meeting are as follows:
Proposal 1 - Election of Directors
Nominee |
For |
Withheld |
Broker Non-Votes | |||
Joseph A. Carrabba |
31,551,759 | 1,307,498 | 10,169,281 | |||
Phillip R. Cox |
32,354,995 | 504,262 | 10,169,281 | |||
Terry L. Dunlap |
32,397,449 | 461,808 | 10,169,281 | |||
John P. Reilly |
32,526,923 | 332,334 | 10,169,281 |
Proposal 2 - Ratification of the Selection of Ernst & Young LLP as the Companys Independent Auditor for 2018
For |
Against |
Abstain |
Broker Non-Votes | |||
41,221,955 | 92,869 | 1,713,714 | 0 |
Proposal 3 - Approval, on an Advisory Basis, of Named Executive Officer Compensation
For |
Against |
Abstain |
Broker Non-Votes | |||
26,361,989 | 4,887,020 | 1,610,245 | 10,169,284 |
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.
TIMKENSTEEL CORPORATION | ||||||
Date: May 3, 2018 | By: | /s/ Frank A. DiPiero | ||||
Frank A. DiPiero | ||||||
Executive Vice President, General Counsel and Secretary |