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):  February 4, 2020

 

CHASE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

Massachusetts

 

1-9852

 

 

11-1797126

 

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

 

(I.R.S. Employer Identification No.)

 

 

295 University Avenue, Westwood, Massachusetts 02090

(Address of Principal Executive Office) (Zip Code)

 

Registrant’s telephone number, including area code: (781) 332-0700

 

N/A

(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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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.

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $.10 par value

CCF

NYSE American

 

Section 5 Corporate Governance and Management 

   

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

 

The 2020 Annual Meeting of Shareholders of Chase Corporation was held on February 4, 2020.  The following proposals were voted on at the 2020 Annual Meeting.  Each proposal is more fully described in the Company’s Definitive Proxy Statement for the 2020 Annual Meeting, as filed with the SEC on December 20, 2019.

 

Proposal 1 — For the election of nominees for the Board of Directors.  The nine nominees named in the Company’s Definitive Proxy Statement were elected as Directors, to serve until the 2021 Annual Meeting of Shareholders, with the following votes:

 

 

 

 

 

 

 

 

 

 

 

 

Name of Director

 

 

In Favor

 

 

Votes Withheld

 

 

Broker Non-Votes

 

Adam P. Chase

 

 

8,064,604

 

 

29,016

 

 

752,426

 

Peter R. Chase

 

 

7,796,993

 

 

296,627

 

 

752,426

 

Mary Claire Chase

 

 

7,800,807

 

 

292,813

 

 

752,426

 

Thomas D. DeByle

 

 

7,955,303

 

 

138,317

 

 

752,426

 

John H. Derby III

 

 

7,956,586

 

 

137,034

 

 

752,426

 

Lewis P. Gack

 

 

6,687,484

 

 

1,406,136

 

 

752,426

 

Chad A. McDaniel

 

 

7,296,600

 

 

797,020

 

 

752,426

 

Dana Mohler-Faria

 

 

6,405,960

 

 

1,687,660

 

 

752,426

 

Thomas Wroe, Jr.

 

 

6,734,917

 

 

1,358,703

 

 

752,426

 

 

Proposal 2 — A non-binding, advisory vote to approve the executive compensation of our named executive officers.  Although this vote is non-binding on the Company or the Board of Directors, the voting results will be reviewed and considered when making future decisions regarding the Company’s executive compensation program.  The proposal passed with the following votes:

 

 

 

 

 

 

 

 

 

 

 

In Favor

 

 

Votes Against

 

 

Abstentions

 

Broker Non-Votes

 

8,016,541

 

 

57,592

 

 

19,487

 

752,426

 

 

 

Proposal 3 — For the ratification of Grant Thorton LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2020.  The proposal passed with the following votes:

 

 

 

 

 

 

 

 

 

In Favor

 

 

Votes Against

 

 

Abstentions

 

8,823,830

 

 

5,368

 

 

16,848

 

 

 

 

2

 

 

 

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, thereunto duly authorized.

 

8

 

 

 

Chase Corporation

 

 

 

Dated: February 7, 2020

By:

/s/ Christian J. Talma

 

 

Christian J. Talma

 

 

Chief Financial Officer

 

 

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