UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 14, 2022, Trinseo PLC (the “Company”) held its Annual General Meeting of Shareholders. A total of 33,243,552 ordinary shares were present or represented by proxy, which accounted for approximately 91% of the shares entitled to vote at the Annual General Meeting. The Company’s shareholders voted on the following eight proposals and cast their votes as set forth below.
Annual General Meeting Proposal One: Election of Thirteen Directors
The Company’s shareholders approved the election of thirteen director nominees to serve a term expiring at the end of the 2023 annual general meeting of shareholders by the votes set forth in the table below:
Name | For | Against | Abstain | Broker Non-Votes |
K’Lynne Johnson | 30,863,945 | 247,228 | 9,444 | 2,122,935 |
Joseph Alvarado | 30,628,312 | 484,434 | 7,871 | 2,122,935 |
Frank Bozich | 30,998,267 | 114,769 | 7,581 | 2,122,935 |
Victoria Brifo | 30,992,652 | 120,691 | 7,274 | 2,122,935 |
Jeffrey Cote | 30,999,999 | 113,968 | 6,650 | 2,122,935 |
Pierre-Marie De Leener | 30,995,078 | 117,937 | 7,602 | 2,122,935 |
Jeanmarie Desmond | 30,997,897 | 115,577 | 7,143 | 2,122,935 |
Matthew Farrell | 31,000,424 | 113,543 | 6,650 | 2,122,935 |
Sandra Beach Lin | 30,863,039 | 251,146 | 6,432 | 2,122,935 |
Philip R. Martens | 30,869,430 | 244,536 | 6,651 | 2,122,935 |
Donald T. Misheff | 30,866,762 | 247,201 | 6,654 | 2,122,935 |
Henri Steinmetz | 30,998,622 | 115,345 | 6,650 | 2,122,935 |
Mark Tomkins | 30,870,048 | 243,829 | 6,740 | 2,122,935 |
Annual General Meeting Proposal Two: Approval, on an Advisory Basis, of the Company’s Named Executive Officers Compensation
The Company’s shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers by the votes set forth in the table below:
For | Against | Abstain | Broker Non-Votes |
30,457,769 | 634,074 | 28,774 | 2,122,935 |
Annual General Meeting Proposal Three: Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
The Company’s shareholders ratified the audit committee’s appointment of PricewaterhouseCoopers LLP to be the Company’s independent registered public accounting firm for the year ending December 31, 2022, and to authorize, by binding vote, the Audit Committee of the Board to set its auditors’ remuneration by the votes set forth in the table below:
For | Against | Abstain |
33,102,592 | 129,088 | 11,872 |
Annual General Meeting Proposal Four: Approval of Authority to Issue Shares
The Company’s shareholders approved the grant of authority of the Company’s Board of Directors to issue shares, on an advisory basis, the compensation paid to the Company’s named executive officers by the votes set forth in the table below:
For | Against | Abstain | Broker Non-Votes |
30,934,745 | 167,970 | 17,902 | 2,122,935 |
Annual General Meeting Proposal Five: Approval of Authority to Opt Out of Statutory Pre-emption Rights
The Company’s shareholders approved the authority of the Company’s Board of Directors to opt out of statutory pre-emption rights, with respect to up to 10% of issued share capital, by the votes set forth in the table below:
For | Against | Abstain | Broker Non-Votes |
31,065,642 | 38,587 | 16,388 | 2,122,935 |
Annual General Meeting Proposal Six: Approval of Amendment to Memorandum and Articles of Association
The Company’s shareholders voted to approve an amendment to the Company’s memorandum and articles of association, as amended and restated on June 20, 2018 (the “Constitution”), to remove the existing class of preferred shares, among other changes which went into effect at the conclusion of the Annual General Meeting, by the votes set forth in the table below. The Constitution is attached hereto as Exhibit 3.1.
For | Against | Abstain | Broker Non-Votes |
31,084,354 | 17,559 | 18,704 | 2,122,935 |
Annual General Meeting Proposal Seven: Approval of Price Range for Re-issuance of Treasury Shares
The Company’s shareholders approved the price range for the Company’s re-issuance of treasury shares, as described in the proxy statement, by the votes set forth in the table below:
For | Against | Abstain | Broker Non-Votes |
31,084,877 | 21,332 | 14,408 | 2,122,935 |
Annual General Meeting Proposal Eight: Approval of Omnibus Incentive Plan
The Company’s shareholders approved the amendment and restatement of the Company’s Omnibus Incentive Plan, by the votes set forth in the table below. The Amended & Restated Omnibus Incentive Plan is attached hereto as Exhibit 10.1.
For | Against | Abstain | Broker Non-Votes |
30,392,706 | 716,133 | 11,778 | 2,122,935 |
ITEM 9.01 | Exhibits. |
3.1 | Memorandum and Articles of Association of Trinseo PLC, as amended |
10.1 | Trinseo PLC Amended and Restated 2014 Omnibus Incentive Plan |
104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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 PLC | ||
By: | /s/ Angelo N. Chaclas | |
Name: | Angelo N. Chaclas | |
Title: | Senior Vice President, Chief Legal Officer, | |
Date: June 17, 2022 | ||