​

​

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): June 9, 2020

​

Trinseo S.A.

(Exact name of registrant as specified in its charter)

​

​

1000 Chesterbrook Boulevard, Suite 300,

Berwyn, Pennsylvania 19312

(Address of principal executive offices, including zip code)

​

(610) 240-3200

(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):

​

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

​

​

​

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

​

On June 9, 2020, Trinseo S.A. (the “Company”) held its Annual General Meeting of Shareholders pursuant to notice duly given. A total of 36,095,455 ordinary shares were present or represented by proxy, which accounted for approximately 94.39% of the shares entitled to vote at the Annual General Meeting. The Company’s shareholders voted on the following ten proposals and cast their votes as set forth below.

​

Annual General Meeting Proposal One: Election of nine directors

The Company’s shareholders approved the election of nine director nominees to serve a term expiring at the 2021 annual general meeting of shareholders by the votes set forth in the table below:

​

​

Annual General Meeting Proposal Two:  Approval, on an Advisory Basis, of the Company’s Named Executive Officers Compensation

The Company’s shareholders voted approved, on an advisory basis, the compensation paid to the Company’s named executive officers by the votes set forth in the table below:

​

​

Annual General Meeting Proposal Three: Approval of the Company’s Luxembourg Statutory Accounts

The Company’s shareholders approved the Company’s annual accounts prepared in accordance with accounting principles generally accepted in Luxembourg for the year ended December 31, 2019 and its consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States including a footnote reconciliation of equity and net income to International Financial Reporting Standards for the year ended December 31, 2019 by the votes set forth in the table below:

​

​

Annual General Meeting Proposal Four: Approval of the Allocation of the Results of the Financial Year Ended December 31, 2019

The Company’s shareholders approved the profit of $309.3 million for the year ended December 31, 2019 be carried forward to the next financial year by the votes set forth in the table below:

​

​

Annual General Meeting Proposal Five: Approval of the Granting of Discharge to the Company’s Directors and Auditor

The Company’s shareholders approved the granting of discharge to the directors and auditor for the performance of their respective duties during the financial year ended December 31, 2019 by the votes set forth in the table below:

​

​

Annual General Meeting Proposal Six: Ratification of the Appointment of the Company’s Independent Auditor

The Company’s shareholders ratified the appointment of PricewaterhouseCoopers Société cooperative to be the Company’s independent auditor for all Luxembourg statutory accounts for the year ending December 31, 2020 by the votes set forth in the table below:

​

​

Annual General Meeting Proposal Seventh: 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, 2020 by the votes set forth in the table below:

​

​

Annual General Meeting Proposal Eighth: Authorization of Annual Dividend

The Company’s shareholders authorized the Company to declare an annual dividend in the amount of USD $15,295,258, which amounts have already been distributed as an interim dividend during the financial year, by the votes set forth in the table below:

​

​

Annual General Meeting Proposal Ninth: Authorization of the Company’s New Share Repurchase Program

The Company’s shareholders authorized the Company’s new share repurchase program, whereby the Board is empowered to repurchase up to 3.6 million of its outstanding ordinary shares over the next two years, by the votes set forth in the table below:

​

​

Annual General Meeting Proposal Tenth: Approval of the amendment to the Company’s Omnibus Incentive Program

The Company’s shareholders approved the Company’s amendments to the Omnibus Incentive Plan as described in its proxy statement by the votes set forth in the table below:

​

​

​

​

​

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.

​

​

​

​

​