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): November 30, 2011
GLOBE SPECIALTY METALS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-34420
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20-2055624
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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One Penn Plaza, 250 West 34th Street, Suite 4125
New York, New York 10119
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (212) 798-8122
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.07
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Submission of Matters to a Vote of Security Holders.
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The annual meeting of stockholders of Globe Specialty Metals, Inc. (the “Company”) was held on November 30, 2011. At the annual meeting, the holders of 69,469,109 shares of common stock, which represents approximately 93% of the outstanding shares entitled to vote as of the record date of October 26, 2011, were represented in person or by proxy. The proposals are described in more detail in the Company’s definitive proxy statement dated October 26, 2011 and filed with the Securities and Exchange Commission on October 28, 2011. The final voting results for proposals 1, 2, 3, 4, 5 and 6, which were voted on by the stockholders at the annual meeting, are set forth below.
The Company’s stockholders elected Alan Kestenbaum as a director to serve until the Company’s 2012 Annual Meeting of Stockholders and until his successor is elected and qualifies. Mr. Kestenbaum received the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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61,968,902
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660,680
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-
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6,839,527
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The Company’s stockholders elected Donald G. Barger, Jr. as a director to serve until the Company’s 2012 Annual Meeting of Stockholders and until his successor is elected and qualifies. Mr. Barger received the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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62,467,623
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161,959
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-
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6,839,527
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The Company’s stockholders elected Thomas J. Danjczek as a director to serve until the Company’s 2012 Annual Meeting of Stockholders and until his successor is elected and qualifies. Mr. Danjczek received the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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62,489,047
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140,535
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-
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6,839,527
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The Company’s stockholders elected Stuart E. Eizenstat as a director to serve until the Company’s 2012 Annual Meeting of Stockholders and until his successor is elected and qualifies. Mr. Eizenstat received the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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60,493,630
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2,135,952
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-
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6,839,527
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The Company’s stockholders elected Franklin L. Lavin as a director to serve until the Company’s 2012 Annual Meeting of Stockholders and until his successor is elected and qualifies. Mr. Lavin received the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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62,437,297
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192,285
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-
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6,839,527
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The Company’s stockholders approved the Company’s 2011 CFO/CLO Long-Term Incentive Plan. This proposal received the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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61,743,053
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835,569
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50,960
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6,839,527
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The Company’s stockholders approved the Company’s 2012 Executive Long-Term Incentive Plan. This proposal received the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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60,994,107
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1,586,356
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49,119
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6,839,527
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The Company’s stockholders approved, by advisory vote, the compensation paid to the Company’s named executive officers. This proposal received the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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59,242,292
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642,694
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2,744,596
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6,839,527
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The Company’s stockholders voted to recommend, by advisory vote, the frequency with which the Company will hold future advisory votes on the compensation paid to the Company’s named executive officers. This proposal received the following votes:
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Every 1 Year
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Every 2 Years
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Every 3 Years
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Abstain
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Broker Non-Votes
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21,107,541
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123,666
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38,673,861
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2,274,514
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6,839,527
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Based upon the considerations set forth in the Company’s definitive proxy statement and in view of the fact that approximately 65% of the shares voted recommended “three years,” the Company has decided to seek the stockholders’ advisory vote on the approval of the Company’s compensation of its named executive officers once every three years, until the next required vote on the frequency of stockholder votes on the compensation of its named executive officers.
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2012. This proposal received the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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69,270,850
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148,994
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49,265
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0
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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.
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GLOBE SPECIALTY METALS, INC.
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Dated: November 30, 2011
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By:
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/s/ Stephen Lebowitz
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Name:
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Stephen Lebowitz
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Title:
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Chief Legal Officer
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