ITEM 5.07 Submission of Matters to a Vote of Security Holders.
On
Annual General Meeting Proposal One: Approval of the Proposed Merger of the
Company into
The Company's shareholder approved the proposed merger of the Company into
For Against Abstain Broker Non-Votes 32,646,302 224,314 16,816 2,398,437
Annual General Meeting Proposal Two: Approval of Amendment to Articles of Association
The Company's shareholders voted to approve an amendment to Article 7.1.1 of the
Company's articles of association, as amended and restated on
For Against Abstain 35,231,155 33,300 21,414
Annual General Meeting Proposal Three: Approval, on an Advisory Basis, of the
Proposed Constitution of
Subject to approval of Proposal 1, the Company's shareholders voted to approve,
on a non-binding advisory basis, the proposed Memorandum and Articles of
For Against Abstain Broker Non-Votes 32,803,112 65,402 18,918 2,398,437
Annual General Meeting Proposal Four: Approval, on an Advisory Basis, of the Material Differences between the Company's Articles and the Proposed Constitution
Subject to approval of Proposal 1, the Company's shareholders vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between our Articles and the Proposed Constitution, by the votes set forth in the tables below:
Upon the effective date of the Merger, under the Proposed Constitution,
$0.01 per share and (iii) 25,000 deferred ordinary shares par value €1.00 per share, in comparison to the Articles which provides for a share capital of up to 50,000,000,000 shares, par value$0.01 per share. For Against Abstain Broker Non-Votes 2,039,763 30,815,694 31,975 2,398,437 Under the Proposed Constitution, the board of directors ofTrinseo PLC will have discretion to issue up to the authorized but unissued amount of Trinseo
PLC's share capital for cash without first offering those shares to existing (b) shareholders for a period of five years from adoption, in comparison to the
Articles which permit the Board to issue up to 20% of the existing share capital without offering those shares to existing shareholders and up to 100% of the existing share capital with preemptive rights, until 2023. For Against Abstain Broker Non-Votes 11,168,832 21,687,023 31,577 2,398,437 Under the Proposed Constitution, shareholders wishing to nominate persons for election to the Board or to properly bring other business before an annual
general meeting of shareholders must give timely notice to
anniversary of the dateTrinseo PLC's proxy statement for the prior year was first mailed to shareholders, in comparison to the Articles under which shareholders may bring nominations for directors for vote at an annual meeting if submitted 90 to 120 days prior to the annual meeting date. For Against Abstain Broker Non-Votes 28,296,141 4,548,324 42,967 2,398,437
Annual General Meeting Proposal Five: Creation of Distributable Profits of
The Company's shareholders approved, subject to Proposal 1, the creation of
distributable profits of
For Against Abstain Broker Non-Votes 32,801,468 42,856 43,108 2,398,437
Annual General Meeting Proposal Six: Election of Twelve Directors
The Company's shareholders approved the election of twelve director nominees to serve a term expiring at the 2022 annual general meeting of shareholders by the votes set forth in the table below:
Name For Against Abstain Broker Non-Votes K'Lynne Johnson 32,289,682 584,484 13,266 2,398,437 Joseph Alvarado 32,641,463 232,555 13,414 2,398,437 Frank Bozich 32,860,360 13,535 13,537 2,398,437 Jeffrey Cote 32,539,413 334,485 13,534 2,398,437
32,859,570 14,354 13,508 2,398,437
Annual General Meeting Proposal Seven: Election of Ms.
Subject to approval of Proposal 2, the Company's shareholders voted to elect Ms.
For Against Abstain Broker Non-Votes 32,847,488 20,923 19,021 2,398,437
Annual General Meeting Proposal Eight: Approval, on an Advisory Basis, of the Company's Named Executive Officers Compensation
The Company's shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers by the votes set forth in the table below:
For Against Abstain Broker Non-Votes 30,808,720 2,056,746 21,966 2,398,437
Annual General Meeting Proposal Nine: Approval, on an Advisory Basis, of the Frequency of Advisory Votes on the Compensation of our Named Executive Officers
The Company's shareholders voted to approve, on an advisory basis, a frequency of one year for the advisory vote on compensation paid to the Company's named executive officers, by the votes set forth in the table below:
1 Year 2 Years 3 Years Abstain 31,187,476 63,794 1,616,190 19,972
Annual General Meeting Proposal Ten: Approval of Changes to Director Compensation
The Company's shareholder approved the changes to the Company's director compensation program by the votes set forth in the table below:
For Against Abstain Broker Non-Votes 29,764,415 3,096,118 26,899 2,398,437
Annual General Meeting Proposal Eleven: Approval of the Company's Luxembourg Statutory Accounts
The Company's shareholders approved the Company's annual accounts prepared in
accordance with accounting principles generally accepted in Luxembourg for the
year ended
For Against Abstain 35,205,519 13,118 67,232
Annual General Meeting Proposal Twelve: Approval of the Allocation of the
Results of the Financial Year Ended
The Company's shareholders approved the allocation of the results of the year
ended
For Against Abstain 35,239,203 14,173 32,493
Annual General Meeting Proposal Thirteen: Approval of the Granting of Discharge to the Company's Directors and Auditor
The Company's shareholders approved the granting of discharge to the directors
and auditor for the performance of their respective duties during the financial
year ended
For Against Abstain Broker Non-Votes 32,704,747 96,682 86,003 2,398,437
Annual General Meeting Proposal Fourteen: Ratification of the Appointment of the Company's Independent Auditor
The Company's shareholders ratified the appointment of PricewaterhouseCoopers
Société cooperative to be the Company's independent auditor for all Luxembourg
statutory accounts for the year ending
For Against Abstain 35,017,752 253,986 14,131
Annual General Meeting Proposal Fifteen: Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm
The Company's shareholders ratified the audit committee's appointment of
For Against Abstain 35,017,066 254,201 14,602 ITEM 9.01 Exhibits. 3.1 Amended & Restated Articles ofAssociation of Trinseo S.A. , as amended
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