0001318084-17-000033.txt : 20170524 0001318084-17-000033.hdr.sgml : 20170524 20170523202344 ACCESSION NUMBER: 0001318084-17-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170523 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170524 DATE AS OF CHANGE: 20170523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Core-Mark Holding Company, Inc. CENTRAL INDEX KEY: 0001318084 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 201489747 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51515 FILM NUMBER: 17865311 BUSINESS ADDRESS: STREET 1: 395 OYSTER POINT BLVD. STREET 2: #415 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-589-9445 MAIL ADDRESS: STREET 1: 395 OYSTER POINT BLVD. STREET 2: #415 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 8-K 1 a8-kannualmeetingresults2017.htm 8-K 2017 ANNUAL MEETING RESULTS 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
May 23, 2017
Date of Report
(Date of earliest event reported)
____________________
CORE-MARK HOLDING COMPANY, INC.
(Exact name of registrant as specified in its charter)
____________________ 
Delaware
000-51515
20-1489747
(State or other jurisdiction of 
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
395 Oyster Point Boulevard, Suite 415,
South San Francisco, California
94080
(Address of principal executive offices)
(Zip Code)
(650) 589-9445
(Registrant's telephone number, including area code)
N/A
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 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 o

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. o





Item 5.07    Submission of Matters to a Vote of Security Holders.
    
On May 23, 2017, Core-Mark Holding Company, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders. Of the 46,317,838 shares of common stock outstanding and entitled to vote, 44,297,202 shares, or 95.6%, were represented at the meeting. During the meeting, the stockholders voted on the following matters:

Proposal 1 – Election of Directors
•Duly elected the following nine individuals to the Board of Directors to serve as directors until the 2018 Annual Meeting of Stockholders or until their successors have been duly elected and qualified:
 
 
Votes For
 
Votes Against
 
Abstain
 
Broker
Non-Votes (1)
Robert A. Allen
 
42,950,550

 
190,335

 
2,658

 
1,153,659

Stuart W. Booth
 
43,000,133

 
140,752

 
2,658

 
1,153,659

Gary F. Colter
 
42,985,050

 
155,836

 
2,657

 
1,153,659

Laura Flanagan
 
42,830,125

 
310,835

 
2,583

 
1,153,659

Robert G. Gross
 
38,729,996

 
4,410,842

 
2,705

 
1,153,659

Thomas B. Perkins
 
43,020,677

 
119,719

 
3,147

 
1,153,659

Harvey L. Tepner
 
42,985,724

 
155,161

 
2,658

 
1,153,659

Randolph I. Thornton
 
42,982,570

 
158,316

 
2,657

 
1,153,659

J. Michael Walsh
 
43,023,508

 
117,378

 
2,657

 
1,153,659


Proposal 2 – Advisory Resolution to Approve Executive Compensation
•Duly approved, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in our Proxy Statement as filed with the Securities and Exchange Commission on April 7, 2017.     
 
 
Votes For
 
Votes Against
 
Abstain
 
Broker
Non-Votes (1)
Advisory approval of executive compensation
 
41,444,650

 
1,691,835

 
7,058

 
1,153,659

    
Proposal 3 – Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation
•
Duly voted to provide an advisory vote on executive compensation on an annual basis.
 
 
Votes For One Year
 
Votes For Two Years
 
Votes For Three Years
 
Abstain
 
Broker
Non-Votes (1)
Advisory approval of frequency of advisory vote on executive compensation
 
36,557,693

 
16,034

 
6,559,137

 
10,679

 
1,153,659


Proposal 4 – Ratification of Selection of Independent Registered Public Accounting Firm
•Duly ratified Deloitte & Touche LLP to serve as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2017.
 
 
Votes For
 
Votes Against
 
Abstain
 
Broker
Non-Votes (1)
Deloitte & Touche LLP
 
44,101,408

 
194,974

 
820

 
—


(1)
A non-vote occurs when brokers or nominees have voted on some of the matters to be acted on at a meeting, but do not vote on certain other matters because, under the applicable rules, they are not allowed to vote on those other matters without instructions from the beneficial owner of the shares. Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting, but have no effect on the outcome of the vote for the election of directors.





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.
 
 
 
CORE-MARK HOLDING COMPANY, INC.
 
 
 
 
Date: May 24, 2017
 
By:
/s/ Thomas B. Perkins
 
 
Name:
Thomas B. Perkins
 
 
Title:
President, Chief Executive Officer and Director