UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
Commission File Number: 001-38221
| Delaware | 81-3406833 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
(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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol |
Name of each exchange on which registered | ||
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. |
Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting. For more information about the proposals, please see the Company’s Proxy Statement.
Proposal One: Each of the four Class I director nominees was elected to serve on the Company’s board of directors for a term of three years. The results of the vote were as follows:
| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Belgacem Chariag | 124,190,929 | 3,812,142 | 3,742,461 | |||
| Greg Brenneman | 115,036,744 | 12,966,327 | 3,742,461 | |||
| Jonny Ginns | 124,622,788 | 3,380,283 | 3,742,461 | |||
| Kyle Vann | 124,357,594 | 3,645,477 | 3,742,461 |
Proposal Two: The stockholders approved, on an advisory basis, the compensation paid by the Company to its named executive officers (the “say-on-pay proposal”). The results of the advisory vote were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 125,952,346 | 1,917,912 | 132,813 | 3,742,461 |
Proposal Three: The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021 was ratified. The results of the vote were as follows:
| For |
Against |
Abstain | ||
| 129,297,941 | 2,330,357 | 117,234 |
Proposal three was a routine matter and, therefore, there were no broker non-votes relating to this proposal.
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 thereunto duly authorized.
| PQ GROUP HOLDINGS INC. | ||||||
| Date: April 30, 2021 | By: | /s/ Joseph S. Koscinski | ||||
| Name: | Joseph S. Koscinski | |||||
| Title: | Vice President, Secretary and General Counsel | |||||