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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 11, 2023
Core Molding Technologies, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-12505 | 31-1481870 | |
| (State or other jurisdiction incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
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| 800 Manor Park Drive, Columbus, Ohio | | 43228-0183 | |
| (Address of principal executive office) | | (Zip Code) | |
Registrant’s telephone number, including area code: (614) 870-5000
(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:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 | CMT | NYSE American LLC |
| Preferred Stock purchase rights, par value $0.01 | N/A | NYSE American LLC |
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 ☐
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Stockholders (the “Annual Meeting”) of Core Molding Technologies, Inc. (the “Company”) was held on May 11, 2023. As of the record date, there were a total of 9,112,374 shares of common stock outstanding and entitled to vote at the Annual Meeting. A total of 7,402,458 shares of the Company’s common stock entitled to vote were present or represented by proxy at the Annual Meeting constituting a quorum. Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present. Broker non-votes were not treated as a vote for or against any particular director nominee nor the advisory vote on executive compensation. For more information on the four proposals see the Company's definitive proxy statement dated April 7, 2023.
The results are as of follows:
Proposal 1 — Election of seven directors to serve until the next annual meeting of stockholders.
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| Nominees | | Votes For | | Votes Withheld | | Broker Non-Votes |
| David L. Duvall | | 5,727,281 | | 25,477 | | 1,649,700 |
| Thomas R. Cellitti | | 5,484,933 | | 267,825 | | 1,649,700 |
| James F. Crowley | | 5,442,155 | | 310,603 | | 1,649,700 |
| Ralph O. Hellmold | | 5,438,678 | | 314,080 | | 1,649,700 |
| Matthew E. Jauchius | | 5,546,126 | | 206,632 | | 1,649,700 |
| Sandra L. Kowaleski | | 5,727,992 | | 24,766 | | 1,649,700 |
| Andrew O. Smith | | 5,728,482 | | 24,276 | | 1,649,700 |
Proposal 2 — Non-binding advisory vote on the compensation of the named executive officers
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| Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
| 5,616,474 | | 91,843 | | 44,441 | | 1,649,700 |
Proposal 3 — Amend and restate the Core Molding Technologies, Inc. Employee Stock Purchase Plan
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| Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
| 5,580,376 | | 144,721 | | 27,661 | | 1,649,700 |
Proposal 4 — Ratification of the appointment of Crowe LLP as our independent registered public accounting firm for year ended December 31, 2023.
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| Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
| 7,313,472 | | 34,898 | | 54,088 | | 1,649,700 |
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.
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| | CORE MOLDING TECHNOLOGIES, INC. |
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| Date: May 12, 2023 | | By: | | /s/ John P. Zimmer |
| | Name: | | John P. Zimmer |
| | Title: | | Executive Vice President, Treasurer, Secretary and Chief Financial Officer |