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 13, 2020

MINERALS TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

Delaware
   
    001-11430
   
25-1190717
(State or other jurisdiction
of incorporation)
  
(Commission File
Number)
  
(IRS Employer
 Identification No.)

  622 Third Avenue, New York, New York
                
10017-6707
(Address of principal executive offices)
  
(Zip Code)

 
(212) 878-1800
  
(Registrant's telephone number, including area code)

Title of each class
  
Trading Symbol
  
Name of exchange on which registered
Common Stock, $0.10 par value
  
MTX
  
New York Stock Exchange

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))

 
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 [☐]
 
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 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:

Nominee
Votes For
Votes
Against
Votes
Abstained
Broker
Non-Votes
Joseph C. Breunig
30,873,350
1,303,122
24,920
539,024
Alison A. Deans
31,029,813
1,145,059
26,520
539,024
Duane R. Dunham
31,220,994
  962,955
17,443
539,024
Franklin L. Feder
30,337,884
1,837,848
25,660
539,024

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:

Votes For
Votes Against
Votes Abstained
32,168,127
536,956
35,333

Item 3.  The proposal to approve, on an advisory basis, the 2019 compensation of the Company’s named executive officers received the following votes:

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
29,685,768
2,490,562
25,062
539,024

Item 4.
The proposal to approve an Amendment of the 2015 Stock Award and Incentive Plan
received the following votes:

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
30,561,868
1,610,776
28,748
539,024

Item 8.01
 
Other Events
 

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.


Item 9.01
 
Financial Statements and Exhibits.
 
   
(d)
Exhibits
     
99.1
      104 Cover Page Interactive Data File (formatted as inline XBRL)


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.



                                          
                                        
MINERALS TECHNOLOGIES INC.
 
 
(Registrant)
 
 
 
 
 
 
 
 
   
By:
/s/ Thomas J. Meek
 
 
Name:
Thomas J. Meek
   
Title:
 
Senior Vice President, General Counsel, Human Resources, Secretary and Chief Compliance Officer
     
  Date:  May 18, 2020