AdvanSix Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ASIX
Major Chemicals
Industrials
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): June 15, 2022
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code: (973 ) 526-1800
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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders of AdvanSix Inc. (the “Company”) held on June 15, 2022, the stockholders of the Company approved and adopted the 2016 Stock Incentive Plan of AdvanSix Inc. and its Affiliates, as Amended and Restated (the “Incentive Plan”). A summary of the material terms of the Incentive Plan was included in the Proxy Statement filed with the Securities and Exchange Commission on April 28, 2022 (the “2022 Proxy Statement”), and is qualified in its entirety by reference to the full text of the Incentive Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
On June 15, 2022, Willem Blindenbach, Senior Vice President, Integrated Supply Chain of the Company, provided notice of his resignation from this role effective July 1, 2022. In connection with his departure from the Company, Mr. Blindenbach will receive severance benefits consistent with the terms of the Company’s Executive Severance Pay Plan, contingent on his execution of an employment separation agreement and his execution and non-revocation of a release of claims, if any, against the Company. For a description of the Company’s Executive Severance Pay Plan, see the Company’s Compensation Discussion and Analysis included in the 2022 Proxy Statement.
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on June 15, 2022. The following matters set forth in the 2022 Proxy Statement were voted upon with the results set forth below.
1. Election of Directors. The Company’s stockholders elected the following director nominees to serve for a term ending at the 2023 Annual Meeting of Stockholders with the respective votes set forth opposite their names:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Erin N. Kane | 22,174,699 | 35,167 | 13,489 | 2,589,096 | ||||||||||||||||||||||
| Michael L. Marberry | 22,104,441 | 102,393 | 16,521 | 2,589,096 | ||||||||||||||||||||||
| Farha Aslam | 21,899,928 | 308,627 | 14,800 | 2,589,096 | ||||||||||||||||||||||
| Darrell K. Hughes | 22,177,978 | 28,364 | 17,013 | 2,589,096 | ||||||||||||||||||||||
| Todd D. Karran | 22,060,405 | 144,618 | 18,332 | 2,589,096 | ||||||||||||||||||||||
| Gena C. Lovett | 22,112,954 | 97,061 | 13,340 | 2,589,096 | ||||||||||||||||||||||
| Daniel F. Sansone | 22,099,422 | 106,141 | 17,792 | 2,589,096 | ||||||||||||||||||||||
| Sharon S. Spurlin | 22,007,580 | 202,682 | 13,093 | 2,589,096 | ||||||||||||||||||||||
| Patrick S. Williams | 22,158,952 | 46,585 | 17,818 | 2,589,096 | ||||||||||||||||||||||
2. Ratification of Appointment of Independent Accountants. The Company’s stockholders voted upon and approved the ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accountants for 2022. The votes on this proposal were as follows:
| For | Against | Abstain | ||||||||||||
| 24,622,116 | 142,030 | 48,305 | ||||||||||||
3. Advisory Vote to Approve Executive Compensation. The Company’s stockholders voted upon and approved, on an advisory basis, the compensation of the Company’s named executive officers, as described in the 2022 Proxy Statement. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 21,492,866 | 639,355 | 91,134 | 2,589,096 | |||||||||||||||||
4. Approval of the 2016 Stock Incentive Plan of AdvanSix Inc. and its Affiliates, as Amended and Restated. The Company’s stockholders voted upon and approved the Incentive Plan. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 20,661,951 | 1,505,336 | 56,068 | 2,589,096 | |||||||||||||||||
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 16, 2022
| AdvanSix Inc. | ||||||||
| By: | /s/ Achilles B. Kintiroglou | |||||||
| Name: | Achilles B. Kintiroglou | |||||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||||