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):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission | (I.R.S. Employer |
(Address of principal executive offices, including zip code)
(
(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 (see General Instruction A.2. below):
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(s) | 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. | ||
On June 14, 2023, Trinseo PLC (the “Company”) held its Annual General Meeting of Shareholders. A total of 30,763,172 ordinary shares were present or represented by proxy, which accounted for approximately 87.5% of the shares entitled to vote at the Annual General Meeting. The Company’s shareholders voted on the following seven proposals and cast their votes as set forth below.
Annual General Meeting Proposal One: Election of Eleven Directors
The Company’s shareholders approved the election of eleven director nominees to serve a term expiring at the end of the 2024 annual general meeting of shareholders by the votes set forth in the table below:
Name | For | Against | Abstain | Broker Non-Votes |
K’Lynne Johnson | 27,542,299 | 583,967 | 22,347 | 2,614,559 |
Joseph Alvarado | 27,422,118 | 713,440 | 13,055 | 2,614,559 |
Frank Bozich | 27,892,015 | 216,875 | 39,723 | 2,614,559 |
Victoria Brifo | 27,881,430 | 254,747 | 12,436 | 2,614,559 |
Jeffrey Cote | 27,922,531 | 213,542 | 12,540 | 2,614,559 |
Pierre-Marie De Leener | 27,884,431 | 251,636 | 12,546 | 2,614,559 |
Jeanmarie Desmond | 27,910,976 | 225,189 | 12,448 | 2,614,559 |
Matthew Farrell | 27,889,955 | 246,091 | 12,567 | 2,614,559 |
Sandra Beach Lin | 27,638,185 | 497,878 | 12,550 | 2,614,559 |
Henri Steinmetz | 27,911,470 | 216,675 | 20,468 | 2,614,559 |
Mark Tomkins | 27,641,973 | 494,076 | 12,564 | 2,614,559 |
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 |
26,802,766 | 1,310,850 | 34,997 | 2,614,559 |
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, 2023, 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 |
30,514,060 | 245,323 | 3,789 |
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, by the votes set forth in the table below:
For | Against | Abstain |
30,137,502 | 612,864 | 12,806 |
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 |
30,532,641 | 201,204 | 29,327 |
Annual General Meeting Proposal Six: 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 |
30,577,734 | 156,343 | 29,095 |
Annual General Meeting Proposal Seven: Approval of Amendment to Omnibus Incentive Plan
The Company’s shareholders approved the amendment to the Company’s Omnibus Incentive Plan, by the votes set forth in the table below. The amended Omnibus Incentive Plan is attached hereto as Exhibit 10.1.
For | Against | Abstain | Broker Non-Votes |
21,308,657 | 6,809,553 | 30,403 | 2,614,559 |
ITEM 9.01 | Exhibits. |
10.1 | Trinseo PLC Amended and Restated 2014 Omnibus Incentive Plan (as amended) |
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 Chaclas | |
Name: | Angelo Chaclas | |
Title: | Senior Vice President and Chief Legal Officer | |
Date: June 16, 2023 | ||