SEC Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 12, 2016
TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction
of incorporation) | | 001-10716 (Commission File Number) | | 38-2687639 (IRS Employer Identification No.)
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39400 Woodward Avenue, Suite 130 Bloomfield Hills, Michigan (Address of principal executive offices)
| | | | 48304 (Zip Code) |
Registrant's telephone number, including area code: (248) 631-5450
Not Applicable
(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:
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ξ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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ξ | 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. | Submission of Matters to a Vote of Security Holders. |
TriMas Corporation (the “Corporation”) held its 2016 Annual Meeting of Shareholders on May 12, 2016 (“Annual Meeting”).
There were a total of 45,481,265 shares of the Corporation’s common stock outstanding and entitled to vote at the Annual Meeting and there were 43,713,319 shares of common stock represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting.
The items voted upon at the Annual Meeting and the results of the vote on each proposal were as follows:
Proposal 1. Election of directors for a three year term:
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| FOR | WITHHELD | BROKER NON-VOTES |
Nancy S. Gougarty | 38,354,826 | 2,515,366 | 2,843,127 |
David M. Wathen | 39,873,361 | 996,831 | 2,843,127 |
Proposal 2. To ratify the appointment of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2016.
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| FOR | AGAINST | ABSTAIN |
| 43,222,619 | 489,692 | 1,008 |
Proposal 3. To re-approve the material terms for qualified performance-based compensation under the Corporation’s 2011 Omnibus Incentive Compensation Plan.
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FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
39,361,765 | 1,505,059 | 3,368 | 2,843,127 |
Based on the votes set forth above, at the Annual Meeting each of the director nominees were elected as directors, and the proposals to ratify Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2016 and the re-approval of the material terms for qualified performance-based compensation under the Corporation’s 2011 Omnibus Incentive Compensation Plan were adopted by the shareholders of the Corporation.
SIGNATURES
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.
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| | | TRIMAS CORPORATION |
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May 13, 2016 | | By: | /s/ Joshua A. Sherbin |
| | | Name: Joshua A. Sherbin |
| | | Title: Senior Vice President, General Counsel |
| | | and Secretary |