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:
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(Address of principal executive offices)
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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 (see General Instruction A.2. below):
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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:
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders of Tootsie Roll Industries, Inc. (the "Company") held on May 1, 2023, the proposals listed below were submitted to a vote of the shareholders. The proposals are described in the Company's definitive proxy statement for the annual meeting previously filed with the Securities and Exchange Commission. Each of the proposals was approved by the shareholders pursuant to the voting results set forth below.
Proposal 1 - Election of Directors
The five nominees for the Board of Directors were elected to hold office until the next annual meeting of stockholders and until their successors are elected and duly qualified. The tabulation of votes was:
Votes For | Votes Withheld | Broker Non-Votes | |||
Ellen R. Gordon Virginia L. Gordon | 311,781,786 311,678,034 | 5,235,927 5,339,679 | 3,584,543 3,584,543 | ||
Barre A. Seibert | 312,330,005 | 4,687,708 | 3,584,543 | ||
Lana Jane Lewis-Brent | 312,057,559 | 4,960,154 | 3,584,543 | ||
Paula M. Wardynski | 312,437,781 | 4,579,932 | 3,584,543 |
Proposal 2 – Ratification of Appointment of Grant Thornton LLP as the Independent Registered Public Accounting Firm of the Company for 2023
The appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2023 was ratified by a vote of 316,147,660 for the motion and 4,418,201 against the motion. Abstain votes were 36,395 and broker non-votes were 0.
Proposal 3 – Approval of Executive Compensation of the Named Executive Officers of the Company
A shareholder advisory on named executive officer compensation for fiscal 2022 was approved by vote of 305,626,468 for the motion and 11,309,543 against the motion. Abstain votes were 81,702 and broker non-votes were 3,584,543.
Proposal 4 – Approval of the Frequency of Shareholder Votes on Named Executive Officer Compensation
A shareholder advisory on named executive officer compensation will be held every three years by a vote of 12,003,724 for one year, 165,239 for two years and 304,651,364 for three years. Abstain votes were 197,356 and broker non-votes were 3,584,573.
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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 under-signed thereunto duly authorized.
May 4, 2023 | TOOTSIE ROLL INDUSTRIES, INC. | |
By: | /S/ G. HOWARD EMBER, JR. | |
G. Howard Ember, Jr. | ||
Vice President Finance and Chief Financial Officer | ||
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Document and Entity Information |
May 04, 2023 |
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| Document and Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | May 04, 2023 |
| Entity Registrant Name | TOOTSIE ROLL INDUSTRIES, INC. |
| Entity Incorporation, State or Country Code | VA |
| Entity File Number | 001-01361 |
| Entity Tax Identification Number | 22-1318955 |
| Entity Address, Address Line One | 7401 South Cicero Avenue |
| Entity Address, City or Town | Chicago |
| Entity Address, State or Province | IL |
| Entity Address, Postal Zip Code | 60629 |
| City Area Code | 773 |
| Local Phone Number | 838-3400 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.69-4/9 per share |
| Trading Symbol | TR |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0000098677 |
| Amendment Flag | false |