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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 24, 2021

 

ORION ENGINEERED CARBONS S.A.

(Exact name of registrant as specified in its charter)

 

Grand Duchy of Luxembourg   001-36563   00-0000000

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

4501 Magnolia Cove Drive, Suite 106,

Houston, TX

77345
(Address of principal executive offices) (Zip Code)

 

(281) 318-2959

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed 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:
   
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 Shares, no par value   OEC   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 5.07Submission of Matters to a Vote of Security Holders.

 

Orion Engineered Carbons S.A. (the “Company”) held its Annual General Meeting of Shareholders (the “Annual General Meeting”) on June 24, 2021. The Company’s shareholders approved and adopted all matters submitted to them at the Annual General Meeting, which matters are described in the Company’s proxy statement that was filed with the SEC on April 30, 2021.

 

The results of votes on the matters adopted by the Annual General Meeting are as follows:

 

1.Election of Ms. Kerry Galvin for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2021.

 

  For Against Abstentions Broker Non-Votes  
  44,889,504 4,398,057 78,967 4,933,391  

 

2.Election of Mr. Paul Huck for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2021.

 

  For Against Abstentions Broker Non-Votes  
  49,222,073 136,833 7,622 4,933,391  

 

3.Election of Ms. Mary Lindsey for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2021.

 

  For Against Abstentions Broker Non-Votes  
  49,177,320 110,241 78,967 4,933,391  

 

4.Election of Mr. Didier Miraton for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2021.

 

  For Against Abstentions Broker Non-Votes  
  49,288,465 67,439 10,624 4,933,391  

 

5.Election of Dr. Yi Hyon Paik for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2021.

 

  For Against Abstentions Broker Non-Votes  
  49,245,611 110,294 10,623 4,933,391  

 

6.Election of Mr. Corning F. Painter for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2021.

 

  For Against Abstentions Broker Non-Votes  
  49,256,253 98,811 11,464 4,933,391  

 

 

  

 

 

7.Election of Mr. Dan F. Smith for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2021.

 

  For Against Abstentions Broker Non-Votes  
  48,601,118 757,531 7,879 4,933,391  

 

8.Election of Mr. Hans-Dietrich Winkhaus for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2021.

 

  For Against Abstentions Broker Non-Votes  
  49,324,697 31,404 10,428 4,933,390  

 

9.Election of Mr. Michel Wurth for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2021.

 

  For Against Abstentions Broker Non-Votes  
  49,180,713 106,851 78,964 4,933,391  

 

10.Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers for 2020 (Say-on-Pay vote), as disclosed in the proxy statement for the Annual General Meeting.

 

  For Against Abstentions Broker Non-Votes  
  48,160,102 1,026,237 180,189 4,933,391  

 

11.Approval of the compensation that shall be paid to the Board of Directors of the Company for the period commencing on January 1, 2021 and ending on December 31, 2021.

 

  For Against Abstentions Broker Non-Votes  
  47,288,588 1,898,375 179,564 4,933,392  

 

12.Approval of the annual accounts of the Company in accordance with Lux GAAP for the financial year that ended on December 31, 2020.

 

  For Against Abstentions  
  53,334,678 57,168 908,069  

 

13.Approval of the consolidated financial statements of the Company in accordance with US GAAP for the financial year that ended on December 31, 2020.

 

  For Against Abstentions  
  53,337,233 56,786 905,897  

 

  

 

 

14.Allocation of results, approval of the interim dividend paid by the Company from its amount available during the 2020 Financial Year of EUR 10,481,282.71 representing and paid in US Dollars in an amount of $12,044,829.40 as interim dividend.

 

  For Against Abstentions  
  54,244,067 54,956 893  

 

15.Discharge of the current members of the Board of Directors of the Company for the performance of their mandates during the financial year that ended on December 31, 2020, including discharge from any liability in connection with the performance of their mandates, including the management of the Company’s affairs during such period.

 

  For Against Abstentions Broker Non-Votes  
  48,193,176 142,064 1,031,288 4,933,391  

 

16.Discharge of the independent auditor of the Company, Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé, from any liability in connection with the performance of its mandate during the financial year that ended on December 31, 2020, including the audit of the Company’s annual accounts and consolidated financial statements for such period.

 

  For Against Abstentions Broker Non-Votes  
  47,934,445 499,089 932,995 4,933,390  

 

17.Appointment of Ernst & Young, Luxembourg, Société anonyme - Cabinet de ré-vision agréé as independent auditor of the Company for the financial year ending on December 31, 2021 for the purpose of all statutory accounts as required by Luxembourg law, including the annual accounts and consolidated financial statements of the Company.

 

  For Against Abstentions  
  54,170,276 105,966 23,674  

 

18.Ratification of the appointment of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft as the Company’s independent registered public accounting firm for all matters not required by Luxembourg law for the period from January 1, 2021 until the filling of the Company’s Annual Report on Form 10-K on February 18, 2021 and Ernst & Young LLC as the Company’s independent registered public accounting firm for all matters not required by Luxembourg law effective upon the filling of the Company’s Annual Report on Form 10-K on February 18, 2021 for the fiscal year ending on December 31, 2021.

 

  For Against Abstentions  
  54,247,352 27,687 24,877  

 

 

  

 

 

SIGNATURES

 

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.

 

 

ORION ENGINEERED CARBONS S.A. 

 
       
       
Date: June 24, 2021 By: /s/ Lorin Crenshaw  
    Name: Lorin Crenshaw  
    Title: Chief Financial Officer