Current Report Filing (8-k)

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) May 9, 2019

AMPCO-PITTSBURGH CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania

1-898

25-1117717

(State or other jurisdiction

of incorporation)

(Commission

file number)

(I.R.S. Employer

Identification Number)


726 Bell Avenue, Suite 301, Carnegie PA				15106
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (412) 456-4400

Securities registered pursuant to Section 12(b) of the Act:

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 (§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 ☐

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $1 par value

New York Stock Exchange

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 9, 2019, Ampco-Pittsburgh Corporation (the “Company”) held its annual meeting of shareholders. The following are the voting results for the proposals that were voted upon by the Company’s shareholders at that meeting:

1.	In the election of two directors for a term expiring in 2022:


	For	Withheld	Broker Non-Votes
Elizabeth A. Fessenden	9,616,910	309,908	1,684,208
Terry L. Dunlap	9,796,076	130,742	1,684,208

2.	To approve an amendment to the Corporation’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock from 20,000,000 to 40,000,000:


For	Against	Abstain
9,519,221	2,062,597	29,208

3.	To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers:


For	Against	Abstain	Broker Non-Votes
9,491,991	401,024	33,803	1,684,208

4.	To ratify the appointment of Deloitte & Touche LLP as the independent registered public accountants firm for 2019:


For	Against	Abstain
11,480,638	118,584	11,804

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.