SEC Document


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): May 6, 2016
 

THE BRINK’S COMPANY
(Exact name of registrant as specified in its charter)
 
Virginia
001-09148
54-1317776
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

1801 Bayberry Court
P. O. Box 18100
Richmond, VA 23226-8100
(Address and zip code of
principal executive offices)

Registrant’s telephone number, including area code: (804) 289-9600



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.):
 
[  ]
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
[  ]
 
Soliciting materials 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))
 




 



Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective May 6, 2016, in connection with Thomas C. Schievelbein stepping down as President and Chief Executive Officer and as Chairman of the Board and as a member of the Board of Directors, the Board amended Article V of the Bylaws of the Company to decrease the number of persons serving on the Board. The description of the amendment to the Company’s Bylaws is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated, attached as Exhibit 3(ii) and incorporated herein by reference.

Item 5.07.
Submission of Matters to a Vote of Security Holders.
 
On May 6, 2016, the Company held its Annual Meeting of Shareholders.  At this meeting, the Company’s shareholders (i) elected each of the persons listed below as a director for the term specified below, (ii) approved an advisory resolution on named executive officer compensation, (iii) approved KPMG LLP as the Company’s independent registered accounting firm for 2016, and (iv) did not approve a shareholder proposal to implement proxy access.
 
The Company’s shareholders voted as follows:
 
Proposal 1  Election of Directors
 
Terms expiring in 2017:
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
 
Paul G. Boynton
43,981,284
 
477,327
 
9,702
 
1,424,878
 
 
 
 
 
 
 
 
Ian D. Clough
44,230,483
 
226,630
 
11,200
 
1,424,878
 
 
 
 
 
 
 
 
Peter A. Feld
44,220,762
 
236,424
 
11,127
 
1,424,878
 
 
 
 
 
 
 
 
George I. Stoeckert
44,227,028
 
229,210
 
12,075
 
1,424,878

Shareholders elected the nominees with approximately 99% of the votes cast in favor of each of the nominees.
 
Proposal 2 – Approval of an advisory resolution on named executive officer compensation

For
 
Against
 
Abstain
 
Broker Non-Votes
41,410,630
 
3,020,514
 
37,169
 
1,424,878

Shareholders approved the advisory resolution on named executive officer compensation with approximately 93% of the votes cast in favor.




 

Proposal 3 – Approval of KPMG LLP as the Company’s independent registered public accounting firm for 2016

For
 
Against
 
Abstain
 
Broker Non-Votes
45,433,653
 
442,835
 
16,703
 
0

Shareholders approved KPMG LLP as the Company’s independent registered public accounting firm with approximately 99% of the votes cast in favor.


Proposal 4 – Approval of the shareholder proposal to adopt proxy access.

For
 
Against
 
Abstain
 
Broker Non-Votes
13,876,309
 
30,551,197
 
40,807
 
1,424,878

Shareholders did not approve the shareholder proposal with approximately 31% of the votes cast in favor.


Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits
 

 
3(ii)
Bylaws of the Brink’s Company, as amended and restated, effective May 6, 2016
 
 
 




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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.


 
 
THE BRINK’S COMPANY
 
 
(Registrant)
 
 
 

Date: May 10, 2016
 
By:
/s/McAlister C. Marshall, II
 
 
 
McAlister C. Marshall, II
Vice President
 

 




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EXHIBIT INDEX


EXHIBIT
DESCRIPTION
 
 
3(ii)
Bylaws of the Brink’s Company, as amended and restated, effective May 6, 2016


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