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 23, 2019

 

 

GLOBAL BRASS AND COPPER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

001-35938

06-1826563

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

 

475 N. Martingale Road Suite 1200

Schaumburg, IL

60173

(Address of principal executive offices)

(Zip Code)

 

(847) 240-4700

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

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))

 

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

BRSS

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

 

 

 

 

Section 5 - Corporate Governance and Management

 

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

 

On May 23, 2019, Global Brass and Copper Holdings, Inc. (the “Company”) held its annual meeting of stockholders. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders:

 

Election of directors

Shares Voted

For

 

Shares

Voted

Against

 

Abstentions

 

Broker

Non-Votes

Vicki L. Avril

19,191,997

   

209,746

   

4,952

   

1,241,297

 

Donald L. Marsh

19,202,207

   

199,531

   

4,957

   

1,241,297

 

Bradford T. Ray

19,281,392

   

120,143

   

5,160

   

1,241,297

 

John H. Walker

19,265,134

   

137,422

   

4,139

   

1,241,297

 

John J. Wasz

19,356,494

   

46,058

   

4,143

   

1,241,297

 

Martin E. Welch, III

19,279,890

   

121,646

   

5,159

   

1,241,297

 

Ronald C. Whitaker

19,216,819

   

184,717

   

5,159

   

1,241,297

 

 

 

Shares Voted

For

 

Shares

Voted

Against

 

Abstentions

 

Broker

Non-Votes

Ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent public accounting firm for 2019

20,441,222

   

197,424

   

9,346

   

-

 

Vote to approve, on an advisory basis, the compensation of the Company's named executive officers

18,785,610

   

612,368

   

8,717

   

1,241,297

 

 

 

 

 

SIGNATURES

 

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 thereunto duly authorized.

 

 

GLOBAL BRASS AND COPPER HOLDINGS, INC.

 

 

 

 

 

 

By:

/s/ Christopher J. Kodosky 

 

 

 

Christopher J. Kodosky

 

 

 

Chief Financial Officer

 

 

Date: May 23, 2019