- Current report filing (8-K)
May 25 2010 - 5:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
May 19, 2010
CORN PRODUCTS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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1-13397
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22-3514823
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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5 Westbrook Corporate Center,
Westchester, Illinois
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60154-5749
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(Address of Principal Executive Offices)
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(Zip Code)
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(708) 551-2600
(Registrants 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:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.02.
Departure of Directors or Certain
Officers, Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
(b)
Resignation by William S. Norman.
On May 19,
2010 William S. Norman, who celebrated his 72
nd
birthday in April 2010, resigned as a
director of Corn Products International, Inc. (the Company) and his
resignation was accepted by the Board of Directors of the Company in accordance
with Board policy as reflected in the Companys Corporate Governance
Principles.
(e)
Amendments to Stock Incentive Plan.
At the Companys Annual Meeting of Stockholders on May 19,
2010 the Companys stockholders approved amendments to the Companys Stock
Incentive Plan and approved the Stock Incentive Plan as amended. A description of the Stock Incentive Plan and
the amendments to the Stock Incentive Plan is set forth in the discussions under
the under the headings Proposal 3. Amendment and Reapproval of the Stock
Incentive PlanSummary of the Proposal and Proposal 3. Amendment and
Reapproval of the Stock Incentive PlanDescription of the Plan and Performance
Goals at pages 58 though 65 of the Companys Proxy Statement for its 2010
Annual Meeting of Stockholders and those discussions are filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by
reference. The Stock Incentive Plan as
amended is incorporated herein by reference to Appendix B to the Companys
Proxy Statement for its 2010 Annual Meeting of Stockholders which is filed as Exhibit 10.2
to this Current Report on Form 8-K and the forgoing description of the
Stock Incentive Plan and the amendments to the Stock Incentive Plan is
qualified in its entirety by reference to Exhibit 10.2.
Amendments
to Annual Incentive Plan.
On May 19, 2010 the Companys stockholders
approved amendments to the Companys Annual Incentive Plan and approved the
Annual Incentive Plan as amended. A
description of the Annual Incentive Plan and the amendments to the Annual
Incentive Plan is set forth in the discussions under the headings Proposal 4.
Amendment and Reapproval of the Annual Incentive PlanGeneral and Proposal 4.
Amendment and Reapproval of the Annual Incentive PlanDescription of the Annual
Incentive Plan at pages 68 through 70 of the Companys Proxy Statement
for its 2010 Annual Meeting of Stockholders and those discussions are filed as Exhibit 10.3
to this Current Report on Form 8-K and incorporated herein by reference. The Annual Incentive Plan as amended is
incorporated herein by reference to Appendix C to the Companys Proxy Statement
for its 2010 Annual Meeting of Stockholders which is filed as Exhibit 10.4
to this Current Report on Form 8-K and the forgoing description of the
Annual Incentive Plan and the amendments to the Annual Incentive Plan is
qualified in its entirety by reference to Exhibit 10.4.
Item
5.03.
Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On May 21, 2010 the Company filed with the
Delaware Secretary of State a Certificate of Elimination of Series A
Junior Participating Preferred Stock of Corn Products International, Inc. (Certificate
of Elimination) to eliminate the Series A Junior Participating Preferred
Stock, par value $0.01 per share, of the Company, none of which is currently
outstanding and none of which will be issued, and to eliminate from the Amended
and Restated Certificate of Incorporation of the Company all matters set forth
in the Certificate of Designation of Rights and Preferences of Series A
Participating Preferred Stock of Corn Products International, Inc. filed
with the Delaware Secretary of State on November 25, 1997. The effective date of the amendments effected
by the Certificate of Elimination was May 21, 2010. The Certificate of Elimination is filed as Exhibit 10.5
to this Current Report on Form 8-K and incorporated herein by reference
and the forgoing summary of the Certificate of Elimination is qualified in its
entirety by reference to Exhibit 10.5.
2
Item
5.07.
Submission of Matters to a Vote
of Security Holders.
At the
annual meeting of the Companys stockholders held on May 19, 2010, the
following matters were submitted to a vote of security holders. The number of
votes cast for, against, or withheld and the number of abstentions and broker
non-votes as to each such matter were as follows:
1.
Election of Directors
The
following nominees were elected to serve as Class III Directors of the
Company each for a term of three years and until his or her successor has been
duly elected and shall have qualified or until his or her earlier death,
removal or resignation with votes cast as follows:
Name
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Votes For
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Votes Withheld
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Broker Non-votes
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Ilene S. Gordon
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58,751,285
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4,252,206
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4,795,148
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Karen L. Hendricks
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44,734,432
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18,269,059
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4,795,148
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Barbara A. Klein
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60,050,510
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2,952,981
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4,795,148
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Dwayne A. Wilson
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62,376,019
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627,472
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4,795,148
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2.
Certificate of Incorporation
The
votes cast on a Proposal to Approve Amendments to the Companys Certificate of
Incorporation to Eliminate the Classified Board Structure were as follows:
Votes For
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Votes Against
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Abstentions
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67,212,502
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483,420
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102,716
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A
description of the amendments to the Companys Certificate of Incorporation is
set forth in the discussions under the under the heading Proposal 2. Approval
of Amendments to the Companys Certificate of Incorporation to Eliminate the
Classified Board Structure at pages 56 though 57 of the Companys Proxy
Statement for its 2010 Annual Meeting of Stockholders and those discussions are
filed as Exhibit 10.6 to this Current Report on Form 8-K and
incorporated herein by reference. The amendments
to the Certificate of Incorporation are incorporated herein by reference to
Appendix A to the Companys Proxy Statement for its 2010 Annual Meeting of
Stockholders which is filed as Exhibit 10.7 to this Current Report on Form 8-K
and the forgoing description of the amendments to the Certificate of
Incorporation is qualified in its entirety by reference to Exhibit 10.7.
3.
Stock Incentive Plan
The
votes cast on a Proposal to Amend and Reapprove the Corn Products International, Inc.
Stock Incentive Plan were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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48,069,430
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14,594,101
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339,960
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4,795,148
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3
A description of the Stock Incentive Plan and the
amendments to the Stock Incentive Plan is set forth in the discussions under
the under the headings Proposal 3. Amendment and Reapproval of the Stock
Incentive PlanSummary of the Proposal and Proposal 3. Amendment and
Reapproval of the Stock Incentive PlanDescription of the Plan and Performance
Goals at pages 58 though 65 of the Companys Proxy Statement for its 2010
Annual Meeting of Stockholders and those discussions are filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference. The Stock Incentive Plan is incorporated
herein by reference to Appendix B to the Companys Proxy Statement for its 2010
Annual Meeting of Stockholders which is filed as Exhibit 10.2 to this
Current Report on Form 8-K and the forgoing description of the Stock
Incentive Plan and the amendments to the Stock Incentive Plan is qualified in
its entirety by reference to Exhibit 10.2.
4.
Annual Incentive Plan
The
votes cast on a Proposal to Amend and Reapprove the Corn Products International, Inc.
Annual Incentive Plan were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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57,102,156
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5,560,552
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340,783
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4,795,148
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A description of the Annual Incentive Plan and the
amendments to the Annual Incentive Plan is set forth in the discussions under
the headings Proposal 4. Amendment and Reapproval of the Annual Incentive
PlanGeneral and Proposal 4. Amendment and Reapproval of the Annual Incentive
PlanDescription of the Annual Incentive Plan at pages 68 through 70 of
the Companys Proxy Statement for its 2010 Annual Meeting of Stockholders and
those discussions are filed as Exhibit 10.3 to this Current Report on Form 8-K
and incorporated herein by reference.
The Annual Incentive Plan is incorporated herein by reference to
Appendix C to the Companys Proxy Statement for its 2010 Annual Meeting of
Stockholders which is filed as Exhibit 10.4 to this Current Report on Form 8-K
and the forgoing description of the Annual Incentive Plan and the amendments to
the Annual Incentive Plan is qualified in its entirety by reference to Exhibit 10.4.
5
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Ratification of Appointment of
Auditors
The
votes cast on a Proposal to Ratify the Appointment by the Audit Committee of
the Board of Directors of the Firm of KPMG LLP as the Independent Registered
Public Accounting Firm of the Company and its Subsidiaries, in Respect of the
Companys Operations in 2010 were as follows:
Votes For
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Votes Against
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Abstentions
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66,597,776
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1,167,580
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33,282
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Item
9.01
Financial Statements and
Exhibits.
(c) Exhibits
10.1
Description of Stock Incentive Plan. The discussions under the headings Proposal
3. Amendment and Reapproval of the Stock Incentive PlanSummary of the Proposal
and Proposal 3. Amendment and Reapproval of the Stock Incentive
PlanDescription of the Plan and Performance Goals are incorporated herein by
4
reference to those
discussions at pages 58 through 65 of the Companys Proxy Statement for
its Annual Meeting of Stockholders filed on April 9, 2010, File No. 1-3397.
10.2
The Stock Incentive Plan. The Stock Incentive Plan is incorporated by
reference to Appendix B to the Companys Proxy Statement for its 2010 Annual
Meeting of Stockholders filed on April 9, 2010, File No. 1-3397.
10.3
Description of Annual Incentive
Plan. The discussions under the headings
Proposal 4. Amendment and Reapproval of the Annual Incentive PlanGeneral and
Proposal 4. Amendment and Reapproval of the Annual Incentive PlanDescription
of the Annual Incentive Plan are incorporated herein by reference to those
discussions at pages 68 through 70 of the Companys Proxy Statement for
its Annual Meeting of Stockholders filed on April 9, 2010, File No. 1-3397.
10.4
The Annual Incentive Plan. The Annual Incentive Plan is incorporated by
reference to Appendix C to the Companys Proxy Statement for its 2010 Annual
Meeting of Stockholders filed on April 9, 2010, File No. 1-3397.
10.5
Certificate of Elimination of Series A
Junior Participating Preferred Stock of Corn Products International, Inc.
10.6
Description of Amendments to Certificate
of Incorporation. The discussions under
the headings Proposal 2. Approval of Amendments to the Companys Certificate
of Incorporation to Eliminate the Classified Board Structure are incorporated herein
by reference to those discussions at pages 56 through 57 of the Companys
Proxy Statement for its Annual Meeting of Stockholders filed on April 9,
2010, File No. 1-3397.
10.7
Amendments to Certificate of
Incorporation. The Amendments to
Certificate of Incorporation are incorporated by reference to Appendix A to the
Companys Proxy Statement for its 2010 Annual Meeting of Stockholders filed on April 9,
2010, File No. 1-3397.
5
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.
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CORN
PRODUCTS INTERNATIONAL, INC.
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Date: May 25,
2010
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By:
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/s/
Cheryl
K. Beebe
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Cheryl K. Beebe
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Vice President
and Chief Financial Officer
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