UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 (the “Annual Meeting”) of AptarGroup, Inc. (the “Company”) held on May 3, 2023, the Company’s stockholders approved an amendment to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”), which had been previously approved by the Board of Directors of the Company, subject to stockholder approval. The amendment increases the total remaining number of shares available for issuance under the 2018 Plan by 1,200,000 shares.
The 2018 Plan was described in Proposal 4 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 24, 2023 in connection with the Annual Meeting, as amended by the supplement thereto dated April 10, 2023. The descriptions of the 2018 Plan contained herein and therein are qualified in their entirety by the full text of the 2018 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.
Each of the four directors nominated for election was elected to serve until the Company’s 2026 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified. The voting results were as follows:
| Nominee | For | Against | Abstain | Broker Non- Votes | ||||||||||||
| George L. Fotiades | 54,052,499 | 2,230,814 | 24,763 | 3,236,440 | ||||||||||||
| Candace Matthews | 52,068,083 | 4,215,263 | 24,730 | 3,236,440 | ||||||||||||
| B. Craig Owens | 54,051,783 | 2,231,442 | 24,851 | 3,236,440 | ||||||||||||
| Julie Xing | 54,523,047 | 1,755,864 | 29,165 | 3,236,440 | ||||||||||||
Stockholders approved, on an advisory basis, the Company’s executive compensation. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||
| 53,155,700 | 3,086,885 | 65,491 | 3,236,440 |
Stockholders approved, on an advisory basis, a frequency of one year for the advisory vote on the Company’s executive compensation. The voting results were as follows:
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||
| 54,773,011 | 335,975 | 1,148,675 | 50,415 | 3,236,440 |
Consistent with the voting results for this proposal, the Company decided to conduct future advisory votes on the Company’s executive compensation once every year until the next required advisory vote on the frequency of the advisory vote on the Company’s executive compensation.
Stockholders approved the amendment to the 2018 Plan. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||
| 51,896,118 | 4,234,414 | 177,544 | 3,236,440 |
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||
| 58,226,037 | 900,718 | 417,761 | 0 |
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits
| 10.1 | AptarGroup, Inc. 2018 Equity Incentive Plan (as amended and restated effective May 3, 2023). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| AptarGroup, Inc. | ||
| Date: May 4, 2023 | By: | /s/ Kimberly Y. Chainey |
| Kimberly Y. Chainey | ||
| Chief Legal Officer and Secretary | ||