8-K

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 9, 2019 (May 8, 2019)

Univar Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37443	26-1251958
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)
3075 Highland Parkway, Suite 200 Downers Grove, IL 60515
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (331) 777-6000

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 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. ¨

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 ($0.01 par value)	UNVR	New York Stock Exchange

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) The Annual Meeting was held on May 8, 2019.

(b) The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:

1. Election of Directors: Our shareholders elected the following directors to serve a one year term expiring on the date of our 2020 annual meeting of shareholders or until his successor has been duly chosen and qualified.

	For	Against	Abstain	Broker Non-Votes
Mr. Mark J. Byrne	124,170,410.51	-0-	5,882,549	2,787,759
Mr. David C. Jukes	128,823,680.51	-0-	1,229,009	2,787,759
Mr. Kerry J. Preete	128,965,429.51	-0-	1,087,260	2,787,759
Mr. William S. Stavropoulos	122,886,693.51	-0-	7,165,996	2,787,759
Mr. Robert L. Wood	127,719,879.51	-0-	2,331,810	2,787,759

2. Approved on an advisory basis, the compensation of Univar's executive officers:

For	Against	Abstain	Broker Non-Votes
127,920,338.25	2,126,466	5,885.27	2,787,759

3. Ratified Ernst & Young as Univar's independent registered public accounting firm for 2019.

For	Against	Abstain	Broker Non-Votes
132,660,659.51	177,908	1,881	2,787,759

Item 8.01 Other Events

On May 9, 2019, the Company announced the appointment of Christopher D. Pappas as Independent Lead Director for its Board of Directors.

A copy of the Company's press release relating to this announcement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed "filed" for purposed of the Securities and Exchange Act of 1934 or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Univar Inc. Press Release dated May 9, 2019

SIGNATURE

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.

Date: May 9, 2019	Univar Inc.
	By:	/s/ Jeffrey W. Carr
	Name:	Jeffrey W. Carr
	Title:	Senior Vice President, General Counsel and Secretary

EX-99.1

PRESS RELEASE
	FOR ADDITIONAL INFORMATION: Investor Relations David Lim +1 844-632-1060 IR@univar.com
	Media Relations Dwayne Roark +1 331-777-6031 mediarelations@univar.com

Univar Solutions Appoints Christopher D. Pappas as Independent Lead Director of its Board of Directors

Pappas succeeds William S. Stavropoulos who will continue to serve on the Board.

DOWNERS GROVE, ILL., May 9, 2019 – Univar Inc. (NYSE: UNVR) ("Univar Solutions"), a global chemical and ingredient distributor and provider of value-added services, today announced the appointment of Christopher D. Pappas as Independent Lead Director for its Board of Directors. Pappas succeeds William S. Stavropoulos who will continue to serve on the Board. Pappas will also continue as Nominating and Corporate Governance Committee Chair.

“I want to thank Bill for his many contributions as an esteemed and knowledgeable lead director for our Board,” said Stephen D. Newlin, Univar Solutions Executive Chairman. “Our Board and I look forward to working with Chris as Univar Solutions’ Independent Lead Director.”

About Univar Solutions

Univar Solutions (NYSE: UNVR) is a leading global chemical and ingredient distributor and provider of value added services to customers across a wide range of industries. With the industry’s largest private transportation fleet and North American sales force, a vast supplier network, deep market and regulatory knowledge, world-class formulation and recipe development, unparalleled logistics know-how, and industry-leading digital tools, Univar Solutions is a committed ally to customers and suppliers, helping them anticipate, navigate, and leverage meaningful growth opportunities. Learn more at www.univarsolutions.com.

Forward-Looking Statements

This press release includes "forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "plan," "seek," "comfortable with," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or the negative thereof or variations thereon or similar terminology. Any forward-looking information presented herein is

made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

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