Item 5.07 Submission of Matters to a Vote of Security Holders.
Orion Engineered Carbons S.A. (the “Company”) held its Annual General Meeting of Shareholders (the “Annual General Meeting”) on June 30, 2020. The Company’s shareholders approved and adopted all matters submitted to them at the General Meeting, which matters are described in the Company’s proxy statement that was filed with the SEC on April 29, 2020. The shareholders of the Company recommended in resolution number three the option of every one year as the preferred frequency for the Company to hold a non-binding, advisory shareholder vote to approve the compensation of the Company’s named executive officers in accordance with Section 14A of the Securities Exchange Act of 1934.
The results of votes on the matters adopted by the Annual General Meeting are as follows:
1. Election of the nine director nominees each for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2020.
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For
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Against
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Abstentions
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Broker Non-Votes
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Kerry Galvin
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45,614,269
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587,399
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17,298
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5,951,939
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Paul Huck
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45,472,018
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716,247
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30,700
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5,951,940
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Mary Lindsey
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45,624,330
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576,376
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18,260
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5,951,939
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Didier Miraton
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45,619,080
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584,023
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15,863
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5,951,939
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Yi Hiyon Paik
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45,623,647
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579,957
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15,362
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5,951,939
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Corning F. Painter
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45,471,986
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661,532
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85,447
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5,951,940
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Dan F. Smith
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42,249,275
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3,952,744
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16,946
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5,951,940
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Hans-Dietrich Winkhaus
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45,631,361
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571,149
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16,455
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5,951,940
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Michel Wurth
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42,797,206
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3,405,675
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16,084
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5,951,940
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2. Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers for 2019 (Say-on-Pay vote) as disclosed in the accompanying proxy statement.
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For
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Against
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Abstentions
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Broker Non-Votes
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45,119,559
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1,006,004
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93,402
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5,951,940
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3. Recommendation, on a non-binding advisory basis, of the frequency of future Say-on-Pay votes.
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Every 1 Year
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Every 2 Years
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Every 3 Years
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Abstentions
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Broker Non-Votes
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45,702,214
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5,755
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18,008
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446,608
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5,998,320
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4. Approval of the compensation that shall be paid to the Board of Directors of the Company for the period commencing on January 1, 2020 and ending on December 31, 2020.
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For
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Against
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Abstentions
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Broker Non-Votes
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45,460,703
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661,425
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96,837
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5,951,940
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5. Approval of the annual accounts of the Company for the financial year ended on December 31, 2019.
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For
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Against
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Abstentions
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51,203,153
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458,804
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508,946
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6. Approval of the consolidated financial statements of the Company for the financial year ended on December 31, 2019.
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For
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Against
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Abstentions
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51,213,749
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439,435
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517,717
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7. Allocation of results, approval of the payment by the Company of the interim dividends in the amount of $48,034,813.00 during the financial year that ended on December 31, 2019 (the “Interim Dividends”), which include (a) $11,903,699.60 paid on March 29, 2019, (b) $12,042,441.60 paid on June 30, 2019, (c) $12,042,441.60 paid on September 30, 2019, and (d) $12,046,230.20 paid on December 30, 2019.
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For
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Against
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Abstentions
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51,615,597
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457,134
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558,841
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8. Discharge of the current members of the Board of Directors of the Company for the performance of their mandates during the financial year that ended on December 31, 2019.
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For
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Against
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Abstentions
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Broker Non-Votes
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45,117,720
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542,304
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558,841
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5,952,040
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9. Discharge of the independent auditor of the Company, Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé for the financial year ended on December 31, 2019.
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For
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Against
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Abstentions
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Broker Non-Votes
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50,632,535
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801,762
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603,326
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133,282
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10. Appointment of Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé, to be the Company’s independent auditor (Réviseur d’Entreprises) for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2020.
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For
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Against
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Abstentions
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51,434,100
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688,875
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47,926
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11. Ratification of the appointment of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft to be the Company’s independent registered public accounting firm for all matters not required by Luxembourg law during the fiscal year ending on December 31, 2020.
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For
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Against
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Abstentions
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51,454,466
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676,427
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40,009
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