Form 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 7, 2020

AMPCO-PITTSBURGH CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania

1-898

25-1117717

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

726 Bell Avenue, Suite 301,

Carnegie PA

15106

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (412) 456-4400

(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))

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, $1 par value

New York Stock Exchange

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.

On May 7, 2020, Ampco-Pittsburgh Corporation (the “Company”) held its annual meeting of shareholders. The following are the voting results for the proposals that were voted upon by the Company’s shareholders at that meeting:

1.	In the election of one director for a term expiring in 2021, and three directors for a term that expires in 2023:


	For		Withheld		Broker Non-Votes
James J. Abel		9,762,107		341,905		1,555,062
William K. Lieberman		9,533,323		570,689		1,555,062
Stephen E. Paul		9,783,204		320,808		1,555,062
Carl H. Pforzheimer, III		9,494,495		609,517		1,555,062

2.	To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers:


For	Against	Abstain	Broker Non-Votes
9,215,174	875,562	13,276	1,555,062

3.	To ratify the appointment of BDO USA, LLP as the independent registered public accountants firm for 2020:


For	Against	Abstain
11,598,727	56,292	4,055

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.


		AMPCO-PITTSBURGH CORPORATION
Date	May 8, 2020	(Registrant)

		/s/ Melanie L. Sprowson
		(Signature)*
		Melanie L. Sprowson Director of Investor Relations and Corporate Secretary