Current Report Filing (8-k)
December 20 2019 - 12:00PM
Edgar (US Regulatory)
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): December 20, 2019
TECNOGLASS
INC.
(Exact
Name of Registrant as Specified in Charter)
Cayman
Islands
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001-35436
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98-1271120
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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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Avenida
Circunvalar a 100 mts de la Via 40, Barrio Las Flores, Barranquilla, Colombia
(Address
of Principal Executive Offices) (Zip Code)
(57)(5)
3734000
(Registrant’s
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 (see General Instruction A.2. below):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Ordinary
Shares
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TGLS
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The
NASDAQ Stock Market LLC
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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. [ ]
Item
5.07 Submission of Matters to a Vote of Security Holders
On
December 20, 2019, Tecnoglass Inc. (the “Company”) held its Annual General Meeting of Shareholders. At the Annual
General Meeting, the Company’s shareholders considered four proposals: (i) the election of two Class C directors to serve
for the ensuring three-year period and until their successors are elected and qualified; (ii) approval of the voluntary delisting
of the Company’s ordinary shares from the Colombian Stock Exchange (Bolsa de Valores de Colombia – BVC) and cancellation
of the registration of ordinary shares of the Company from National Registry of Securities and Issuers of the Superintendence
of Finance in Colombia and the BVC; (iii) approval, on an advisory basis, of the executive compensation of the Company’s
named executive officers; and (iv) approval, on an advisory basis, of the frequency with which the Company will hold an advisory
shareholder vote to approve executive compensation of the Company’s named executive officers.
The
results of the matters voted on at the Annual General Meeting are set forth below:
Proposal
No. 1 - Election of Class C Directors
The
election of each Class C director nominee was approved, as follows:
Nominee
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Votes For
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Votes Against
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Abstain
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Jose M. Daes
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34,681,032
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24,257
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13,618
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A. Lorne Weil
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34,207,608
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487,594
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23,705
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Proposal
No. 2 - Delisting from the Colombian Stock Exhange
The
voluntary delisting of the Company’s ordinary shares from the Colombian Stock Exchange (Bolsa de Valores de Colombia –
BVC) and cancellation of the registration of ordinary shares of the Company from National Registry of Securities and Issuers of
the Superintendence of Finance in Colombia and the BVC was approved, as follows:
Votes For
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Votes Against
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Abstain
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34,679,817
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22,922
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16,168
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Proposal
No. 3 - Approval, on an advisory basis, of the compensation of Named Executive Officers.
The
compensation of the Company’s Named Executive Officers was approved, on an advisory basis, as follows:
Votes For
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Votes Against
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Abstain
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34,518,177
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77,434
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123,296
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Proposal
No. 4 - Approval, on an advisory basis, of the frequency with which the shareholders should have an advisory vote on the compensation
of Named Executive Officers.
The
Company’s shareholders approved, on an advisory basis, holding an advisory vote on the compensation of the Company’s
Named Executive Officers every three (3) years, as follows:
Every Three Years
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Every Two Years
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Every One Year
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Abstain
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4,725,018
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468,895
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2,922,187
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26,532,807
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The
Company has considered the results of the advisory shareholder vote regarding the frequency of holding an advisory vote on the
compensation of the Company’s Named Executive Officers, and has determined that it will follow the advice of the shareholders
and will hold an advisory vote on the compensation of the Company’s Named Executive Officers every three years. Accordingly,
the Company’s next advisory vote on the compensation of the Company’s Named Executive Officers will occur at the Company’s
2022 annual general meeting.
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 undersigned hereunto duly authorized.
Dated:
December 20, 2019
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TECNOGLASS INC.
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By:
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/s/
Jose M. Daes
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Name:
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Jose
M. Daes
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Title:
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Chief
Executive Officer
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