0000712034-19-000132.txt : 20190528 0000712034-19-000132.hdr.sgml : 20190528 20190528150708 ACCESSION NUMBER: 0000712034-19-000132 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190521 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190528 DATE AS OF CHANGE: 20190528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCO BRANDS Corp CENTRAL INDEX KEY: 0000712034 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 362704017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08454 FILM NUMBER: 19857389 BUSINESS ADDRESS: STREET 1: FOUR CORPORATE DRIVE CITY: LAKE ZURICH STATE: IL ZIP: 60047 BUSINESS PHONE: 847-541-9500 MAIL ADDRESS: STREET 1: FOUR CORPORATE DRIVE CITY: LAKE ZURICH STATE: IL ZIP: 60047 FORMER COMPANY: FORMER CONFORMED NAME: ACCO BRANDS CORP DATE OF NAME CHANGE: 20050817 FORMER COMPANY: FORMER CONFORMED NAME: ACCO WORLD CORP DATE OF NAME CHANGE: 19830106 8-K 1 acco-20198xk502503507.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 21, 2019
ACCO BRANDS CORPORATION
(Exact name of registrant as specified in its charter)
____________________________
Delaware
001-08454
36-2704017
(State or other jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
Four Corporate Drive
Lake Zurich, IL
 
60047
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (847) 541-9500
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))

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, par value $0.01 per share
ACCO
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.     ¨



Section 5 - Corporate Governance and Management
Item 5.02. - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the Annual Meeting of Stockholders of ACCO Brands Corporation (the “Company”) on May 21, 2019 (the “2019 Annual Meeting”), the Company’s stockholders approved the 2019 ACCO Brands Corporation Incentive Plan (the “Plan”). The description of the Plan contained under the caption “Proposal to Approve the 2019 ACCO Brands Corporation Incentive Plan” in the Company’s definitive proxy statement for the 2019 Annual Meeting filed with the Securities and Exchange Commission on April 4, 2019 is incorporated herein by reference. Such description is qualified in its entirety by reference to the Plan, a copy of which is incorporated by reference as Exhibit 10.1 to this report.
Item 5.03. - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 21, 2019, the Company filed an amendment (the “Charter Amendment”) to its Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State that affirmed the Company’s majority voting standard for uncontested director elections by eliminating language in Article VII of the Restated Certificate of Incorporation that provided for the election of directors by plurality vote thereby affirming the Company's majority voting standard for uncontested director elections. The Charter Amendment was approved by the Company’s stockholders at the 2019 Annual Meeting. A copy of the Charter Amendment is filed as Exhibit 3.1 to this report, and is incorporated by reference herein.
Item 5.07. - Submission of Matters to a Vote of Security Holders.

At the 2019 Annual Meeting, the Company's stockholders (i) elected the ten director nominees listed below to serve as directors for a term of one year expiring at the 2020 annual meeting of stockholders or until their successors are duly elected and qualified; (ii) ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2019; (iii) approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers; (iv) approved the Charter Amendment ; and (v) approved the 2019 ACCO Brands Corporation Incentive Plan. Set forth below are the voting results for these proposals:
 
 
 
 
 
Item 1:
The election of ten directors for a one-year term expiring at the 2020 Annual Meeting of Stockholders
 

 
 
For
 
Withheld
 
Abstain
 
Broker
 Non-Votes
James A. Buzzard
 
88,815,889

 
95,176

 
59,994
 
5,707,364

Kathleen S. Dvorak
 
88,790,099

 
125,344

 
55,616
 
5,707,364

Boris Elisman
 
86,478,082

 
2,404,245

 
88,732
 
5,707,364

Pradeep Jotwani
 
88,119,229

 
791,453

 
60,377
 
5,707,364

Robert J. Keller
 
88,796,845

 
133,505

 
40,709
 
5,707,364

Thomas Kroeger
 
88,187,761

 
723,109

 
60,189
 
5,707,364

Ron Lombardi
 
88,500,782

 
245,517

 
224,760
 
5,707,364

Graciela Monteagudo
 
88,637,418

 
269,152

 
64,489
 
5,707,364

Hans Michael Norkus
 
88,578,646

 
329,260

 
63,153
 
5,707,364

E. Mark Rajkowski
 
88,790,075

 
119,597

 
61,387
 
5,707,364




 
 
 
 
 
Item 2:
The ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for 2019:


For
 
Against
 
Abstain
 
Broker Non-Votes
93,870,344
 
645,920
 
162,159
 
0


 
 
 
 
 
Item 3:
The approval, by non-binding advisory vote, of the compensation of the Company's named executive officers:



For
 
Against
 
Abstain
 
Broker Non-Votes
85,969,160
 
2,898,103
 
103,796
 
5,707,364


 
 
 
 
 
Item 4:
The approval of an amendment to the Company’s Restated Certificate of Incorporation to affirm the Company’s majority voting standard for uncontested director elections:

For
 
Against
 
Abstain
 
Broker Non-Votes
88,719,795
 
149,699
 
101,565
 
5,707,364

 
 
 
 
 
Item 5:
The approval of the 2019 ACCO Brands Corporation Incentive Plan:

For
 
Against
 
Abstain
 
Broker Non-Votes
77,209,384
 
11,680,412
 
81,263
 
5,707,364

Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits
(d)    Exhibits
3.1
Certificate of Amendment to the Restated Certificate of Incorporation of ACCO Brands Corporation
10.1
2019 ACCO Brands Corporation Incentive Plan (incorporated by reference to Exhibit 10 to the Company’s Registration Statement on Form S-8 filed with the SEC on May 21, 2019)



EXHIBIT INDEX
Exhibit Number
Description of Exhibit
Certificate of Amendment to the Restated Certificate of Incorporation of ACCO Brands Corporation
2019 ACCO Brands Corporation Incentive Plan (incorporated by reference to Exhibit 99 to the Company’s Registration Statement on Form S-8 filed with the SEC on May 21, 2019)

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.

 
 
 
 
 
 
 
ACCO Brands Corporation
(Registrant)
Date:
May 28, 2019
By:
 /s/ Pamela R. Schneider
 
 
 
Name: Pamela R. Schneider
 
 
 
Title: Senior Vice President,
 
 
 
General Counsel and Corporate Secretary



 EX-3.1 2 exhibit31.htm EXHIBIT 3.1 Exhibit


Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
ACCO BRANDS CORPORATION

ACCO Brands Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST:         The name of the Corporation is ACCO Brands Corporation (hereinafter referred to as the “Corporation”).

SECOND:    The Restated Certificate of Incorporation of the Corporation is hereby amended by deleting the following sentence in the second paragraph of Article VII:

Successors of the directors whose terms expire at an annual meeting shall be elected by a plurality vote of all votes cast for the election of directors at such meeting.
 
THIRD:     Pursuant to a resolution of the Board of Directors of the Corporation, an annual meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

FOURTH:     This Certificate of Amendment of the Restated Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.


Executed on this 21st day of May, 2019.
 
 
 
ACCO BRANDS CORPORATION
 
 
 
 
 
 
 
 
 
 
By:
/s/ Pamela R. Schneider
 
 
 
Name:  Pamela R. Schneider
 
 
 
Title:    Senior Vice President, General Counsel and Corporate Secretary