Date of Report (Date of Earliest Event Reported): | May 7, 2014 |
Ohio | 001-15885 | 34-1919973 | |||||||||||||||||||||||||||||||||||||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||||||||||||||||||||||||
6070 Parkland Blvd., Mayfield Hts., Ohio | 44124 | ||||||||||||||||||||||||||||||||||||||||||||||||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: | 216-486-4200 |
• | Allows for common shares withheld for taxes for awards other than stock options or stock appreciation rights ("SARs") to be added back to the aggregate Amended Employee Plan limit for a 10-year period; |
• | Increases the Code Section 162(m) limit for qualified performance-based awards of restricted stock units ("RSUs"), performance restricted shares ("PRS") or performance shares ("PS") from 100,000 to 200,000 shares; |
• | Revises the "Management Objectives" definition to generally conform to the similar definition in the Company's Management Incentive Plan and to add the following additional performance metrics: total inventory; total receivables; inventory turns; EBITDA divided by revenues or value-added revenue; new product value-added sales growth; sales and administrative costs divided by value-added sales; value-added sales per employee; and combinations of the sales, value-added sales, sales growth, cost initiative and stock price metrics described in the Amended Employee Plan; |
• | Allows for substitute, conversion or assumed awards in a corporate transaction to not count against (or be added back to) the Amended Employee Plan limits, and allows for the Company to use shares under certain plans assumed in a corporate transaction for certain awards under the Amended Employee Plan but not count against the Amended Employee Plan limits; |
• | Clarifies that option rights and SARs granted under the Amended Employee Plan may not provide for dividends or dividend equivalents; |
• | Removes certain provisions pertaining to stock options that are outdated or not reflective of market practice; |
• | Increases the Company’s flexibility to include forfeiture provisions regarding awards in the evidences of such awards; and |
• | Extends the expiration date of the Amended Employee Plan from May 4, 2021 to May 7, 2024. |
1. The following individuals were nominated in 2014 to serve as directors until 2017: | |||
Edward F. Crawford | |||
Votes For: | 18,312,733 | ||
Votes Withheld: | 588,426 | ||
Broker Non-Votes: | 1,429,347 | ||
Joseph P. Keithley | |||
Votes For: | 16,592,261 | ||
Votes Withheld: | 2,308,899 | ||
Broker Non-Votes: | 1,429,347 | ||
N. Mohan Reddy | |||
Votes For: | 16,594,725 |
Votes Withheld: | 2,306,435 | ||
Broker Non-Votes: | 1,429,347 | ||
Craig S. Shular | |||
Votes For: | 16,720,628 | ||
Votes Withheld: | 2,180,532 | ||
Broker Non-Votes: | 1,429,347 | ||
2. Approval of the Materion Corporation 2006 Stock Incentive Plan (As Amended and Restated as of May 7, 2014): | |||
Votes For: | 15,758,979 | ||
Votes Withheld: | 3,047,459 | ||
Abstentions: | 94,721 | ||
Broker Non-Votes: | 1,429,347 | ||
3. Approval of the Materion Corporation 2006 Non-employee Director Equity Plan (As Amended and Restated as of May 7, 2014): | |||
Votes For: | 17,616,035 | ||
Votes Withheld: | 1,206,903 | ||
Abstentions: | 78,221 | ||
Broker Non-Votes: | 1,429,347 | ||
4. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year 2014: | |||
Votes For: | 19,935,516 | ||
Votes Against: | 367,939 | ||
Abstentions: | 27,052 | ||
5. Advisory (non-binding) vote to approve the compensation of the Company's named executive officers: | |||
Votes For: | 17,754,403 | ||
Votes Withheld: | 1,048,535 | ||
Abstentions: | 98,222 | ||
Broker Non-Votes: | 1,429,347 | ||
6. Approval of an amendment to Materion's Amended and Restated Code of Regulations to opt out of the Ohio Control Share Acquisition Act: | |||
Votes For: | 18,041,498 | ||
Votes Withheld: | 800,624 | ||
Abstentions: | 59,038 | ||
Broker Non-Votes: | 1,429,347 | ||
7. Approval of amendments to Materion's Amended and Restated Articles of Incorporation and Amended and Restated Code of Regulations to declassify the Board of Directors: | |||
Votes For: | 17,152,819 | ||
Votes Withheld: | 1,696,276 | ||
Abstentions: | 52,064 | ||
Broker Non-Votes: | 1,429,347 | ||
8. Approval of amendments to Materion's Amended and Restated Articles of Incorporation and Amended and Restated Code of Regulations to eliminate cumulative voting in the election of directors: | |||
Votes For: | 15,703,004 | ||
Votes Withheld: | 3,146,137 | ||
Abstentions: | 52,018 | ||
Broker Non-Votes: | 1,429,347 |
Materion Corporation | |||
May 9, 2014 | By: | /s/ Michael C. Hasychak | |
Michael C. Hasychak | |||
Vice President, Treasurer and Secretary |
Exhibit No. | Description | |
10.1 | Materion Corporation 2006 Stock Incentive Plan (As Amended and Restated as of May 7, 2014) (incorporated herein by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-8 (File No. 333-195762) filed with the Securities and Exchange Commission on May 7, 2014). |