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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):  January 29, 2019

 

NEXEO SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36477

 

46-5188282

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer Identification

incorporation)

 

 

 

No.)

 

3 Waterway Square Place, Suite 1000

 

 

The Woodlands, Texas

 

77380

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (281) 297-0700

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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

 

Emerging growth company o

 

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.              o

 

 

 


 

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

 

(a) The Company held its Annual Meeting of Stockholders on January 29, 2019, at which the matters set forth below in response to Item 5.07(b) were submitted to a vote of the Company’s stockholders. Percentages are based on the total votes cast on the proposal.

 

(b) The stockholders elected the following director nominees as Class III directors. The Class III directors term will expire at the Company’s 2022 Annual Meeting of Stockholders:

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Kenneth M. Burke

 

70,630,214

 

7,578,932

 

2,211,227

 

Thomas E. Zacharias

 

70,604,386

 

7,604,760

 

2,211,227

 

Robert J. Zatta

 

70,632,714

 

7,576,432

 

2,211,227

 

 

The stockholders voted as set forth below on the following proposals:

 

 

 

Votes For

 

Against

 

Abstentions

 

Ratification of the Company’s Independent Registered Public Accounting Firm

 

71,941,289

 

8,439,413

 

39,671

 

 

 

 

Votes For

 

Against

 

Abstentions

 

Broker Non-Votes

 

Non-Binding Advisory Vote on Executive Compensation

 

77,032,061

 

996,643

 

180,442

 

2,211,227

 

 

As of the record date, December 4, 2018, there were 89,698,331 shares of common stock outstanding and entitled to vote at the Annual Meeting of Stockholders. On the meeting date, holders of 80,420,373 shares were present in person or by proxy.

 

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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.

 

 

NEXEO SOLUTIONS, INC.

 

 

 

 

By:

/s/ Michael B. Farnell, Jr.

 

 

Michael B. Farnell, Jr.

 

 

Executive Vice President and Chief Administrative Officer

 

 

 

Dated: February 4, 2019

 

 

 

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