8-K 1 march212017form8-k.htm VSM 8-K 2017 ANNUAL MEETING 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):
March 21, 2017
 
 Versum Materials, Inc.
(Exact name of registrant as specified in its charter)
  
 
Delaware
 
1-37664
 
47-5632014
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
8555 South River Parkway, Tempe, Arizona
 
85284
(Address of principal executive offices)
 
(Zip Code)
(602) 282-1000
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):
 
☐
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))
 
 





Item 5.07. Submission of Matters to a Vote of Security Holders.
Versum Materials, Inc. (the "Company") held its Annual Meeting of Stockholders on March 21, 2017. There were present at the meeting, either in person or by proxy, holders of 98,714,286 shares of common stock which is 90.78% of the shares of stock entitled to vote at the meeting and which constituted a quorum.
Proposal One - Election of Directors:
Nominee
 
For
 
Withheld
 
Broker Non-Votes
Seifi Ghasemi
 
89,187,001
 
2,842,468
 
6,684,817
Guillermo Novo
 
91,735,432
 
294,037
 
6,684,817
Jacques Croisetière
 
91,730,484
 
298,985
 
6,684,817
Dr. Yi Hyon Paik
 
91,666,335
 
363,134
 
6,684,817
Thomas J. Riordan
 
91,606,589
 
422,880
 
6,684,817
Susan C. Schnabel
 
91,620,744
 
408,725
 
6,684,817
Ambassador Alejandro D. Wolff
 
90,998,913
 
1,030,556
 
6,684,817

Proposal Two - Ratify the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2017:
For
 
Against
 
Abstained
98,286,696
 
307,722
 
119,868
(99.56% of the votes cast)
 
 
 
 

Proposal Three - Approve, by Non-Binding Advisory Vote, the Compensation Paid to the Company's Named Executive Officers ("Say-on-Pay"):
For
 
Against
 
Abstained
 
Broker Non-Votes
89,650,716
 
2,175,045
 
203,708
 
6,684,817
(97.41% of the votes cast)
 
 
 
 
 
 

Proposal Four - Recommend, by Non-Binding Advisory Vote, whether a Non-Binding Advisory Vote to Approve the Compensation Paid to the Company's Named Executive Officers Should Occur Every One, Two or Three Years ("Say-on-Frequency"):
1 Year
 
2 Years
 
3 Years
 
Abstained
82,842,600
 
431,634
 
8,597,192
 
158,043
(90.01% of the votes cast)
 
 
 
 
 
 

With respect to the frequency of the Say-on-Pay vote, the Company has determined to hold a non-binding advisory vote on the compensation paid to its Named Executive Officers each year until at least the next Say-on-Frequency vote.






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.
 
 
 
 
 
Versum Materials, Inc.
 
 
 
 
 
Date:  March 22, 2017
 
By:
 
/s/ Michael W. Valente
 
 
 
 
 
Michael W. Valente
 
 
 
 
 
Senior Vice President Law and Human Resources, General Counsel and Secretary