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 14, 2020
 
MACQUARIE INFRASTRUCTURE CORPORATION
(Exact name of Registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)
001-32384
Commission File Number
43-2052503
(I.R.S. Employer Identification Number)
 
125 West 55th Street,
New York, New York
(Address of principal executive offices)
10019
(Zip code)
 
(212) 231-1000
(Registrant’s telephone number, including area code)
 
N.A.
(Former name or former address, if changes since last report)

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           
Common Stock, par value $0.001 per share
   MIC
   New York Stock Exchange

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 May 14, 2020, Macquarie Infrastructure Corporation (the “Company”) held its annual meeting of shareholders. A brief description follows of each matter voted upon at the annual meeting, including the number of votes cast for or against, as well as the number of abstentions and broker non-votes with respect to each matter. Of the total 86,742,424 shares of common stock outstanding as of the record date of March 19, 2020 that were entitled to vote, 75,608,264 shares were represented at the meeting, either in person or by proxy.
 
The matters voted upon and the results of the vote at the annual meeting of shareholders were as follows:
 
Proposal 1 – Election of Directors   The Company’s shareholders voted to elect the following individuals as directors to serve for a one-year term with the votes shown:
 
Nominee
Votes For
Votes Against
Abstain
Broker Non-Votes
 
 
 
 
  
Amanda Brock
58,396,517
1,013,516
200,148
15,998,083
Norman H. Brown, Jr.
57,072,841
2,322,389
214,951
15,998,083
Christopher Frost
58,642,040
743,280
224,861
15,998,083
Maria Jelescu-Dreyfus
58,340,825
1,063,427
205,929
15,998,083
Ronald Kirk
58,350,973
1,042,803
216,405
15,998,083
H.E. (Jack) Lentz
58,336,928
1,057,816
215,437
15,998,083
Ouma Sananikone
58,034,891
1,363,535
211,755
15,998,083
 
Proposal 2 – Ratification of Selection of Independent Auditor   The Company’s shareholders ratified the audit committee’s selection of KPMG LLP as the Company’s independent auditor for the fiscal year ending December 31, 2020 with the votes shown:  
 
Votes For
 
Votes Against
 
Abstentions
74,037,174
  
1,313,911
  
257,179
 
Proposal 3 – Advisory Resolution on Executive Compensation   The Company’s shareholders approved, on an advisory basis, executive compensation with the votes shown.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
47,650,278
  
11,440,804
  
519,099
  
15,998,083
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:  May 15, 2020
 
 
MACQUARIE INFRASTRUCTURE
 
 
CORPORATION
 
 
 
 
 
 
 
 
 
By:
/s/ Christopher Frost
 
 
 
Name: Christopher Frost
 
 
Title    Chief Executive Officer

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Document and Entity Information
May 14, 2020
Cover [Abstract]  
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Document Period End Date May 14, 2020
Entity Registrant Name MACQUARIE INFRASTRUCTURE CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 001-32384
Entity Tax Identification Number 43-2052503
Entity Address, Address Line One 125 West 55th Street
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10019
City Area Code 212
Local Phone Number 231-1000
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Soliciting Material false
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Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001289790
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol MIC
Security Exchange Name NYSE