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 15, 2018 | ||
Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) | ||
Delaware | 001-37427 | 47-3574483 |
_____________________ (State or Other Jurisdiction | _____________ (Commission | ______________ (IRS Employer |
of Incorporation) | File Number) | Identification No.) |
2600 West Big Beaver Road, Suite 555, Troy, Michigan _____________________ | 48084 ___________ (Zip Code) | |
(Address of principal executive offices) | ||
Registrant’s telephone number, including area code: | (248) 593-8820 _____________ | |
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company þ
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. þ
Item 5.07. Submission of Matters to a Vote of Security Holders.
Horizon Global Corporation (the "Corporation") held its 2018 annual meeting of stockholders (the "Annual Meeting") on May 15, 2018. The Annual Meeting was originally scheduled to be held on May 8, 2018 and was adjourned to and re-convened on May 15, 2018.
There were a total of 25,009,582 shares of Common Stock outstanding and entitled to vote at the Annual Meeting and there were 20,001,658 shares of Common Stock represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting.
The items voted upon at the Annual Meeting and the results of the vote on each proposal were as follows:
Proposal 1. Election of directors for a three-year term:
FOR | WITHHELD | BROKER NON-VOTES | ||||
Scott G. Kunzelman | 11,630,827 | 4,925,650 | 3,445,181 | |||
David A. Roberts | 11,992,706 | 4,563,771 | 3,445,181 | |||
Maximiliane C. Straub | 12,932,845 | 3,623,632 | 3,445,181 | |||
Proposal 2. To approve amendments to the Corporation's Amended and Restated Certificate of Incorporation to implement a declassified Board of Directors:
FOR | AGAINST | ABSTAIN | ||
16,357,715 | 192,785 | 5,977 | ||
Proposal 3. To approve amendments to the Horizon Global Corporation Amended and Restated 2015 Equity and Incentive Compensation Plan:
FOR | AGAINST | ABSTAIN | ||
8,834,463 | 7,561,539 | 160,475 | ||
Proposal 4. To ratify the appointment of Deloitte & Touche LLP as the Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2018:
FOR | AGAINST | ABSTAIN | ||
18,142,569 | 417,905 | 1,441,184 | ||
Based on the votes set forth above, at the Annual Meeting: each of the director nominees were elected as directors; amendments to the Corporation's Amended and Restated Certificate of Incorporation to implement a declassified Board of Directors were approved; amendments to the Corporation's Amended and Restated 2015 Equity and Incentive Compensation Plan were approved and the appointment of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified by the stockholders of the Corporation.
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.
HORIZON GLOBAL CORPORATION | ||||||
Date: | May 21, 2018 | By: | /s/ Jay Goldbaum | |||
Name: | Jay Goldbaum | |||||
Title: | General Counsel and Corporate Secretary | |||||