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):

 

April 27 , 2017



Ferro Corporation

__________________________________________

(Exact name of registrant as specified in its charter)





 

 



 

 

Ohio

1-584

34-0217820

_____________________

(State or other jurisdiction

_____________

(Commission

______________

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)



 

 

6060 Parkland Boulevard Suite 250 , Mayfield Heights, Ohio

 

44124

_______________________________  

(Address of principal executive offices)

 

___________

(Zip Code)





 

 

Registrant’s telephone number, including area code:

 

216-875-5600



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))

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 Securiti es 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 Matters to a Vote of Security Holders.

On April 27, 2017, Ferro Corporation (the “Company”) held its 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”).  The final results of voting on each of the matters submitted to a vote of security holders at the 2017 Annual Meeting are as follows:

1. Shareholders elected each of the following seven nominees as a director to serve for a term to expire at the 2018 Annual Meeting of Shareholders of the Company and until his successor has been duly elected and qualified, as set forth below.





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

  

Votes

For

 

  

Votes

Withheld

 

  

Broker

Non-Votes

 

  

Votes

Uncast

 

Richard J. Hipple

  

 

72,100,160 

  

  

 

2,702,253 

  

  

 

4,017,233 

  

  

 

  

Gregory E. Hyland

  

 

72,069,157 

 

 

 

2,733,256 

 

 

 

4,017,233 

 

  

 

  

David A. Lorber

  

 

73,556,996 

 

 

 

1,245,418 

 

 

 

4,017,233 

 

  

 

  

Andrew M. Ross

  

 

74,113,606 

 

 

 

688,807 

 

 

 

4,017,233 

 

 

 

 

Allen. A. Spizzo

 

 

74,104,035 

 

 

 

698,378 

 

 

 

4,017,233 

 

 

 

 

Peter T. Thomas

  

 

73,271,935 

 

 

 

1,530,478 

 

 

 

4,017,233 

 

  

 

  

Ronald P. Vargo

 

 

73,981,561 

 

 

 

820,852 

 

 

 

4,017,233 

 

 

 

 



2. Shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, as set forth below.





 

 

 

 

 

 

Votes For

 

Votes

Against

 

Abstentions

 

Broker

Non-Votes

77,782,477

 

1,018,744

 

18,425

 

0



3. Shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as set forth below.



Votes For

 

Votes

Against

 

Abstentions

 

Broker

Non-Votes

72,152,921

 

1,900,013

 

749,480

 

4,017,233



4. Shareholders approved, on an advisory basis, that the advisory vote on the compensation paid to the Company’s named executive officers shall occur every year.

 

Votes For One Year

 

Votes For Two Years

 

Votes For Three Years

 

Abstentions

 

Broker

Non-Votes

66,359,930

 

257,815

 

8,150,673

 

33,996

 

4,017,233



After considering these results, and consistent with its recommendation, the Board of Directors determined at its meeting on April 27, 2017 to continue to hold an advisory vote on the compensation paid to the Company’s named executive officers every year, until the next shareholder advisory vote on the frequency of shareholder votes on executive compensation.



 


 

 





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.







 

 

 

 



 

 

 

 



 

Ferro Corporation



 

 

 

 

Date: May 2 , 2017

 

By:

 

/s/ Mark H. Duesenberg



 

 

 

 

 

 



 

 

 

Name: Mark H. Duesenberg



 

 

 

Title: Vice Presi dent, General Counsel and Secretary

















































 


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