Form 8-K

Dated: May 8, 2013

STILLWATER MINING COMPANY

/s/ Brent R. Wadman

Brent R. Wadman

Corporate Secretary

0001193125-13-206738.txt : 20130508 0001193125-13-206738.hdr.sgml : 20130508 20130508123348 ACCESSION NUMBER: 0001193125-13-206738 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130502 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130508 DATE AS OF CHANGE: 20130508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STILLWATER MINING CO /DE/ CENTRAL INDEX KEY: 0000931948 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 810480654 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13053 FILM NUMBER: 13823544 BUSINESS ADDRESS: STREET 1: 1321 DISCOVERY DRIVE CITY: BILLINGS STATE: MT ZIP: 59102 BUSINESS PHONE: 406.373.8700 MAIL ADDRESS: STREET 1: 1321 DISCOVERY DRIVE CITY: BILLINGS STATE: MT ZIP: 59102 8-K 1 d534259d8k.htm FORM 8-K Form 8-K

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: May 2, 2013

(Date of earliest event reported)

Stillwater Mining Company

(Exact name of registrant as specified in its charter)


DE (State or other jurisdiction of incorporation)	001-13053 (Commission File Number)	81-0480654 (IRS Employer Identification Number)

1321 Discovery Drive, Billings, Montana (Address of principal executive offices)		59102 (Zip Code)

(406) 373-8700

(Registrant’s telephone number, including area code)

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))

Item 5.07. Submission of Matters to a Vote of Security Holders

On May 7, 2013, the independent inspector of elections for the Company’s 2013 Annual Meeting of Shareholders (the “2013 Annual Meeting”) held on May 2, 2013 delivered its final tabulation of voting results for each of the matters submitted to a vote at the 2013 Annual Meeting, certifying the voting results set forth below. Because of the solicitation of proxies by Clinton Relational Opportunity Master Fund, L.P. (together with certain of its affiliates, the “Clinton Group”) and the contested nature of the 2013 Annual Meeting, broker non-votes were only counted for Proposal 2, the ratification of the appointment of KPMG LLP as the Company’s independent registered accounting firm for 2013.

Based on the certification of the voting results by the independent inspector of elections, the Company’s shareholders elected the following nominees as directors for terms expiring at the Company’s 2014 Annual Meeting of Shareholders: George M. Bee, Francis R. McAllister, Michael S. Parrett, Gary A. Sugar, Charles R. Engles, Michael McMullen, Patrice E. Merrin and Brian Schweitzer. These nominees represented four of the Board’s nominees and four of the Clinton Group’s nominees. The complete final tabulation of voting results for the election of directors is set forth below.

Board of Directors Nominees:


Nominee	Shares Voted For		Shares Withheld		Broker Non-Votes
George M. Bee		49,325,780		1,072,904		6,837,642
Craig L. Fuller		23,421,831		13,849,719		6,837,642
Patrick M. James		27,108,248		10,163,302		6,837,642
Steven S. Lucas		23,154,155		14,117,395		6,837,642
Francis R. McAllister		48,934,731		1,463,953		6,837,642
Michael S. Parrett		42,465,050		7,933,634		6,837,642
Sheryl K. Pressler		30,266,453		7,005,097		6,837,642
Gary A. Sugar		49,331,593		1,067,091		6,837,642

Clinton Group Nominees:


Nominee	Shares Voted For		Shares Withheld		Broker Non-Votes
Charles R. Engles		56,546,147		672,751		6,837,642
Seth E. Gardner		29,992,093		14,099,671		6,837,642
Michael McMullen		56,317,690		901,208		6,837,642
Michael McNamara		29,946,902		14,144,862		6,837,642
Patrice E. Merrin		52,704,430		4,514,168		6,837,642
Brian Schweitzer		56,546,463		672,435		6,837,642
Gregory P. Taxin		30,073,462		14,018,302		6,837,642

The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered accounting firm for 2013 by the votes indicated:


Shares Voted For	Shares Voted Against	Abstentions	Broker Non-Votes
98,753,416	1,127,092	1,447,582	0

The Company’s shareholders voted against a resolution, on a nonbinding, advisory basis, to approve named executive officer compensation as disclosed in the Compensation Discussion and Analysis section and compensation tables contained in the Company’s proxy statement for the 2013 Annual Meeting by the votes indicated:


Shares Voted For	Shares Voted Against	Abstentions	Broker Non-Votes
30,329,078	62,142,665	2,018,704	6,837,643

A shareholder-proposed By-law Amendment to require supermajority voting for certain Board actions was withdrawn by the Clinton Group at the 2013 Annual Meeting and was not presented for a vote.

SIGNATURE

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.