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 12, 2021
 
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 12, 2021, 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 17, 2021 that were entitled to vote, 71,178,323 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
 
59,397,355
 
847,638
 
525,373
 
10,407,957
Norman H. Brown, Jr.
 
58,912,799
 
1,330,136
 
527,431
 
10,407,957
Christopher Frost
 
59,976,846
 
266,365
 
527,155
 
10,407,957
Maria Jelescu-Dreyfus
 
59,380,922
 
880,726
 
508,718
 
10,407,957
Ronald Kirk
 
59,334,479
 
908,043
 
527,844
 
10,407,957
H.E. (Jack) Lentz
 
59,340,219
 
901,940
 
528,207
 
10,407,957
Ouma Sananikone
 
59,243,703
 
996,827
 
529,836
 
10,407,957
 

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, 2021 with the votes shown:  
 
Votes For
 
Votes Against
 
Abstentions
70,167,435
 
442,841
 
568,047
 

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
52,229,331
 
7,771,370
 
769,665
 
10,407,957



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 13, 2021
 
 
MACQUARIE INFRASTRUCTURE
 
 
CORPORATION
 
 
 
 
 
 
 
 
By:
/s/ Christopher Frost
 
 
 
Name: Christopher Frost
 
 
 
Title    Chief Executive Officer