0001104657-19-000051.txt : 20190508 0001104657-19-000051.hdr.sgml : 20190508 20190508165751 ACCESSION NUMBER: 0001104657-19-000051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190508 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190508 DATE AS OF CHANGE: 20190508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATERION Corp CENTRAL INDEX KEY: 0001104657 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 341919973 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15885 FILM NUMBER: 19807438 BUSINESS ADDRESS: STREET 1: 6070 PARKLAND BLVD. CITY: MAYFIELD HTS. STATE: OH ZIP: 44124 BUSINESS PHONE: 2163834931 MAIL ADDRESS: STREET 1: 6070 PARKLAND BLVD. CITY: MAYFIELD HTS. STATE: OH ZIP: 44124 FORMER COMPANY: FORMER CONFORMED NAME: BRUSH ENGINEERED MATERIALS INC DATE OF NAME CHANGE: 20000131 8-K 1 a58198-k.htm 8-K Document


 
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 8, 2019
 
 
 
MATERION CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
Ohio
001-15885
34-1919973
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 
6070 Parkland Blvd., Mayfield Hts., Ohio
 
44124
(Address of principal executive offices)
 
(Zip Code)
 
 
 
Registrant's telephone number, including area code (216) 486-4200
 
 
 
Not Applicable
(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))

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 (§204.12b-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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨
 
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, no par value
MTRN
New York Stock Exchange





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

On May 8, 2019, Materion Corporation (the "Company") held its 2019 Annual Meeting of Shareholders (the "Annual Meeting"). Set forth below are the proposals voted upon and the final voting results.

As of the record date of the Annual Meeting, there were 20,317,148 shares of common stock outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting 19,011,146, or approximately 94% of the outstanding common shares entitled to vote were represented in person or by proxy. Those shares were voted as follows:

(1) Election of Directors.
The following individuals were nominated in 2019 to serve as directors until 2020. All nominees were elected. The results were as follows:
Director
For
Against
Abstain
Broker Non-Votes
Vinod M. Khilnani
16,902,547

881,188

—

1,227,411

Robert J. Phillippy
17,585,210

198,525

—

1,227,411

Patrick Prevost
17,630,851

152,884

—

1,227,411

N. Mohan Reddy
17,401,036

382,699

—

1,227,411

Craig S. Shular
17,439,687

344,048

—

1,227,411

Darlene J. S. Solomon
17,464,207

319,528

—

1,227,411

Robert B. Toth
17,511,997

271,738

—

1,227,411

Jugal K. Vijayvargiya
17,615,557

168,178

—

1,227,411

Geoffrey Wild
17,533,433

250,302

—

1,227,411


(2) Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year 2019.
The proposal was approved based on the following vote:
For
18,285,493

Against
716,768

Abstentions
8,885

Broker Non-Votes
—


(3) Advisory vote to approve the compensation of the Company's named executive officers for 2019.
The Company's shareholders approved, on an advisory, non-binding basis the compensation of the Company's named executive officers.
For
16,848,499

Against
899,837

Abstentions
35,399

Broker Non-Votes
1,227,411






 















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.

 
 
Materion Corporation
 
 
 
May 8, 2019
By:
/s/ Stephen Shamrock
 
 
Stephen Shamrock
 
 
Vice President, Corporate Controller and Investor Relations