0001364099-17-000025.txt : 20170518 0001364099-17-000025.hdr.sgml : 20170518 20170518161524 ACCESSION NUMBER: 0001364099-17-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170518 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170518 DATE AS OF CHANGE: 20170518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Innophos Holdings, Inc. CENTRAL INDEX KEY: 0001364099 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 201380758 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33124 FILM NUMBER: 17855090 BUSINESS ADDRESS: STREET 1: 259 PROSPECT PLAINS ROAD CITY: CRANBURY STATE: NJ ZIP: 08512 BUSINESS PHONE: (609) 495 2495 MAIL ADDRESS: STREET 1: 259 PROSPECT PLAINS ROAD CITY: CRANBURY STATE: NJ ZIP: 08512 8-K 1 form8-k2017annualmeetingre.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 16, 2017

INNOPHOS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
001-33124
20-1380758
 
 
 
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
259 Prospect Plains Road, Cranbury, New Jersey
08512
(Address of principal executive offices)
(Zip Code)
 
 
 
Registrant’s telephone number, including area code
609-495-2495
 
 
 
 
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 (§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.

At the 2017 Annual Meeting of Stockholders of Innophos Holdings, Inc. (the “Company”) held on May 16, 2017, the Company’s stockholders voted on the four proposals disclosed in the Company’s 2017 Proxy Statement dated April 3, 2017: (i) Proposal 1 – Election of eight members of the Board of Directors for terms extending until the next Annual Meeting; (ii) Proposal 2 – Ratification of Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2017; (iii) Proposal 3 – Advisory Vote on Approval of Executive Compensation; and Proposal 4 – Advisory Vote on Frequency of Holding Future Advisory Votes on Approval of Executive Compensation.

The final results of the voting were as follows:

Proposal 1 – Election of Board Members

Director Nominee
For
Withheld
Broker Non-Vote
Gary Cappeline
15,800,309
957,839
1,313,382
Kim Ann Mink
15,708,926
1,049,222
1,313,382
Linda Myrick
16,309,342
448,806
1,313,382
Karen Osar
16,299,320
458,828
1,313,382
John Steitz
15,623,440
1,134,708
1,313,382
Peter Thomas
16,299,323
458,825
1,313,382
James Zallie
16,530,539
227,609
1,313,382
Robert Zatta
16,316,699
441,449
1,313,382



Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm
For
Against
Abstain
Broker Non-Vote
16,732,306
1,326,510
12,714
0

Proposal 3 – Advisory Vote on Approval of Executive Compensation

For
Against
Abstain
Broker Non-Vote
10,008,785
6,656,976
92,387
1,313,382

Proposal 4 – Advisory Vote on Frequency of Holding Future Advisory Votes on Approval of Executive Compensation

1 Year
2 Years
3 Years
Abstain
Broker Non-Vote
13,438,239
11,155
3,301,224
7,530
1,313,382




SIGNATURES
According 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.
 
 
 
 
 
 
 
INNOPHOS HOLDINGS, INC. 
 
 
 
 
 
May 16, 2017
 
By:
 
/s/ Joshua Horenstein
 
 
 
 
 
 
 
Name:
 
Joshua Horenstein
 
 
Title:
 
SVP, Chief Legal Officer and Corporate Secretary