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
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Date of Report (Date of earliest event reported): May 13, 2020
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MINERALS TECHNOLOGIES INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-11430
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25-1190717
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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622 Third Avenue,
New York, New York
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10017-6707
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(Address of principal executive offices)
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(Zip Code)
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(212) 878-1800
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(Registrant's telephone number, including area code)
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Title of each class
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Trading Symbol
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Name of exchange on which registered
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Common Stock, $0.10 par value
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MTX
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New York Stock Exchange
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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.
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[☐]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[☐]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[☐]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[☐]
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [☐]
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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. [ ]
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Item 5.07 Submission of a Matter to a Vote of Security Holders.
On May 13, 2020, the Annual Meeting of Shareholders of Minerals Technologies Inc. was held. A total of 32,740,416 shares were represented in person or by proxy, or 95.66% of the eligible voting shares. The matters voted upon and the final results of the vote were as follows:
Item 1. The nominees for election to the Board of
Directors named in the Company’s 2020 Proxy Statement were elected for three-year terms based upon the following votes:
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Nominee
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Votes For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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Joseph C. Breunig
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30,873,350
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1,303,122
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24,920
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539,024
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Alison A. Deans
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31,029,813
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1,145,059
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26,520
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539,024
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Duane R. Dunham
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31,220,994
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962,955
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17,443
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539,024
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Franklin L. Feder
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30,337,884
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1,837,848
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25,660
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539,024
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Item 2. The proposal to ratify the appointment of
KPMG LLP as the independent registered public accounting firm of the Company for the 2020 fiscal year received the following votes:
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Votes For
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Votes Against
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Votes Abstained
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32,168,127
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536,956
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35,333
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Item 3. The proposal to approve, on an advisory basis, the 2019 compensation of the Company’s named executive officers received the following votes:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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29,685,768
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2,490,562
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25,062
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539,024
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| Item 4. |
The proposal to approve an Amendment of the 2015 Stock Award and Incentive Plan
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received the following votes:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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30,561,868
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1,610,776
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28,748
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539,024
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On May 12, 2020, the Company’s Board of Directors declared a regular
quarterly dividend of $0.05 per share on the Company's common stock. The dividend is payable on June 11, 2020 to the stockholders of record on May 28, 2020. A copy of the press release announcing the dividend declaration is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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99.1
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104 |
Cover Page Interactive Data File (formatted as inline XBRL)
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SIGNATURES
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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.
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MINERALS TECHNOLOGIES INC.
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(Registrant)
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By:
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/s/ Thomas J. Meek
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Name:
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Thomas J. Meek
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Title:
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Senior Vice President, General Counsel, Human Resources, Secretary and Chief Compliance Officer
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Date: May 18, 2020
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