UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Office) (Zip Code)
Registrant’s telephone number, including area code: (
295 University Avenue, Westwood, Massachusetts 02090
(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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:
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
On February 1, 2022, the Compensation and Management Committee of the Board of Directors of Chase Corporation (the “Company”) approved an equity retention agreement with the Treasurer and Chief Financial Officer, Michael J. Bourque. The equity retention agreement provides the opportunity for the participating executive team member to receive equity awards in exchange for his long-term commitment to the Company. The Treasurer and Chief Financial Officer’s equity retention agreement consists of time-based restricted stock (grant date value of $505,920) and stock options (grant date value of $505,920, based on a Black-Scholes calculation) with both the shares and options having a grant date of February 1, 2022 and cliff vesting on January 31, 2025 (3 years from grant date) if continued employment conditions are met.
2
Item 5.07 — Submission of Matters to a Vote of Security Holders
The 2022 Annual Meeting of Shareholders of Chase Corporation was held on February 1, 2022. The following proposals were voted on at the 2022 Annual Meeting. Each proposal is more fully described in the Company’s Definitive Proxy Statement for the 2022 Annual Meeting, as filed with the SEC on December 22, 2021.
Proposal 1 — For the election of nominees for the Board of Directors. The nine nominees named in the Company’s Definitive Proxy Statement were elected as Directors, to serve until the 2023 Annual Meeting of Shareholders, with the following votes:
Name of Director | In Favor | Votes Withheld | Broker Non-Votes | |||||||
Adam P. Chase | 8,277,295 | 46,617 | 500,874 | |||||||
Peter R. Chase | 7,999,980 | 323,932 | 500,874 | |||||||
Mary Claire Chase | 7,119,256 | 1,204,656 | 500,874 | |||||||
Thomas D. DeByle | 8,248,482 | 75,430 | 500,874 | |||||||
John H. Derby III | 8,247,605 | 76,307 | 500,874 | |||||||
Chad A. McDaniel | 8,249,195 | 74,717 | 500,874 | |||||||
Dana Mohler-Faria | 8,204,360 | 119,552 | 500,874 | |||||||
Joan Wallace-Benjamin | 8,241,443 | 82,469 | 500,874 | |||||||
Thomas Wroe, Jr. | 8,221,903 | 102,009 | 500,874 |
Proposal 2 — For the approval of the amendment to the 2013 Equity Incentive Plan (the “2013 Plan”). The proposal passed with the following votes:
In Favor | Votes Against | Abstentions | Broker Non-Votes | |||||
6,109,287 | 2,152,034 | 62,591 | 500,874 |
Proposal 3 — A non-binding, advisory vote to approve the executive compensation of our named executive officers. Although this vote is non-binding on the Company or the Board of Directors, the voting results will be reviewed and considered when making future decisions regarding the Company’s executive compensation program. The proposal passed with the following votes:
In Favor | Votes Against | Abstentions | Broker Non-Votes | ||||||
7,943,535 | 350,152 | 30,225 | 500,874 |
Proposal 4 — For the ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2022. The proposal passed with the following votes:
In Favor | Votes Against | Abstentions | |||||
8,809,431 | 1,263 | 14,092 |
3
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, thereunto duly authorized.
| Chase Corporation | |
|
| |
Dated: February 4, 2022 | By: | /s/ Michael J. Bourque |
|
| Michael J. Bourque |
|
| Treasurer and Chief Financial Officer |
4
Document and Entity Information |
Feb. 01, 2022 |
|---|---|
| Document and Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Feb. 01, 2022 |
| Entity File Number | 1-9852 |
| Entity Registrant Name | CHASE CORPORATION |
| Entity Incorporation, State or Country Code | MA |
| Entity Tax Identification Number | 11-1797126 |
| Entity Address, Address Line One | 377 University Avenue |
| Entity Address, City or Town | Westwood |
| Entity Address State Or Province | MA |
| Entity Address, Postal Zip Code | 02090 |
| City Area Code | 781 |
| Local Phone Number | 332-0700 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common stock, $.10 par value |
| Trading Symbol | CCF |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0000830524 |
| Amendment Flag | false |
-8?20$3;8T.P6BP^
M0"X99K>]9!:G