Marine Products Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
UNITED STATES
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 22, 2025, in order to facilitate the declassification of the Company’s Board of Directors, each of Richard A. Hubbell, John F. Wilson, Timothy C. Rollins, Susan R. Bell, Amy R. Kreisler, and Stephen E. Lewis tendered his or her resignation from the Board of Directors effective immediately following the filing of the Marine Products Corporation (the “Company”) Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware that effected the declassification, solely for the purpose of shortening their terms as directors of the Company in order that each such director could then be reappointed to the Board for a one-year term that would expire at the 2026 Annual Meeting. The Amended and Restated Certificate of Incorporation was approved by the stockholders at the 2025 Annual Meeting, and it was filed with the Secretary of State of Delaware on April 22, 2025. The resignations described above were tendered on April 22, 2025 and became effective on that date. Subsequently, on April 22, 2025, the remaining directors re-elected Richard A. Hubbell, John F. Wilson, Timothy C. Rollins, Susan R. Bell, Amy R. Kreisler, and Stephen E. Lewis to fill the vacancies on the Board and to serve a one-year term expiring at the 2026 Annual Meeting of Stockholders or until their successors are elected. Their Board committee assignments remain unchanged. No committee assignments have been made yet for Mr. Lewis.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2025 Annual Meeting of Stockholders of the Company was held on April 22, 2025. At the Annual Meeting the stockholders of the Company (i) elected four Class III Nominees to the Board of Directors; (ii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (iii) voted to amend our Certificate of Incorporation to declassify the Board; (iv) voted to remove a provision from our Certificate of Incorporation specifying the requirements to call a special meeting of stockholders; (v) voted to remove a provision from our Certificate of Incorporation requiring a 66.7% stockholder vote to remove directors; and (vi) voted to remove a provision from our Certificate of Incorporation requiring a 66.7% stockholder vote to amend our Bylaws.
The voting results for each proposal are as follows:
| 1. | To elect the four Class III Nominees to the Board of Directors: |
| For | Withheld | Broker Non-Vote |
||||||||||
| Class III Nominees: | ||||||||||||
| Susan R. Bell | 30,485,918 | 187,244 | 1,676,518 | |||||||||
| Amy R. Kreisler | 29,673,990 | 999,172 | 1,676,518 | |||||||||
| Stephen E. Lewis | 30,491,430 | 181,732 | 1,676,518 | |||||||||
| Timothy C. Rollins | 29,130,456 | 1,542,706 | 1, 676,518 | |||||||||
| 2. | To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. There were no broker non-votes with respect to this proposal: |
| For | Against | Abstain | ||
| 32,318,282 | 21,269 | 10,129 |
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| 3. | To amend our Certificate of Incorporation to declassify the Board: |
| For | Against | Abstain | Broker Non-Vote | |||
| 30,568,954 | 95,887 | 8,321 | 1,676,518 |
| 4. | To remove a provision from our Certificate of Incorporation specifying the requirements to call a special meeting of stockholders: |
| For | Against | Abstain | Broker Non-Vote | |||
| 29,473,099 | 1,187,386 | 12,675 | 1,676,520 |
| 5. | To remove a provision from our Certificate of Incorporation requiring a 66.7% stockholder vote to remove directors: |
| For | Against | Abstain | Broker Non-Vote | |||
| 26,610,393 | 4,006,073 | 56,695 | 1,676,519 |
| 6. | To remove a provision from our Certificate of Incorporation requiring a 66.7% stockholder vote to amend our Bylaws: |
| For | Against | Abstain | Broker Non-Vote | |||
| 26,591,746 | 4,024,881 | 56,531 | 1,676,522 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Marine Products Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Marine Products Corporation | |
| Date: April 24, 2025 | /s/ Michael L. Schmit |
| Michael L. Schmit | |
| Vice President, Chief Financial Officer and Treasurer |
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