8-K
Minerals Technologies Inc (MTX)
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 13, 2020 | ||
|---|---|---|
| MINERALS TECHNOLOGIES INC. | ||
| --- | ||
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-11430 | 25-1190717 |
| --- | --- | --- |
| (State or other jurisdiction<br><br> of incorporation) | (Commission File<br><br> Number) | (IRS Employer<br><br> Identification No.) |
| 622 Third Avenue,<br> New York, New York | 10017-6707 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| (212) 878-1800 | ||
| --- | --- | |
| (Registrant's telephone number, including area code) | ||
| Title of each class | Trading Symbol | Name of exchange on which registered |
| --- | --- | --- |
| Common Stock, $0.10 par value | MTX | New York Stock Exchange |
| 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<br> 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<br><br> (17 CFR 240.13e-4(c)) | |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)<br> or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).<br><br> <br>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<br> new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] |
Item 5.07 Submission of a Matter to a Vote of Security Holders.
On May 13, 2020, the Annual Meeting of Shareholders of Minerals Technologies Inc. was held. A total of 32,740,416 shares were represented in person or by proxy, or 95.66% of the eligible voting shares. The matters voted upon and the final results of the vote were as follows:
Item 1. The nominees for election to the Board of Directors named in the Company’s 2020 Proxy Statement were elected for three-year terms based upon the following votes:
| Nominee | Votes For | Votes<br><br> Against | Votes<br><br> Abstained | Broker<br><br> Non-Votes |
|---|---|---|---|---|
| Joseph C. Breunig | 30,873,350 | 1,303,122 | 24,920 | 539,024 |
| Alison A. Deans | 31,029,813 | 1,145,059 | 26,520 | 539,024 |
| Duane R. Dunham | 31,220,994 | 962,955 | 17,443 | 539,024 |
| Franklin L. Feder | 30,337,884 | 1,837,848 | 25,660 | 539,024 |
Item 2. The proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the 2020 fiscal year received the following votes:
| Votes For | Votes Against | Votes Abstained |
|---|---|---|
| 32,168,127 | 536,956 | 35,333 |
Item 3. The proposal to approve, on an advisory basis, the 2019 compensation of the Company’s named executive officers received the following votes:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|
| 29,685,768 | 2,490,562 | 25,062 | 539,024 |
| Item 4. | The proposal to approve an Amendment of the 2015 Stock Award and Incentive Plan | ||
| --- | --- |
received the following votes:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|
| 30,561,868 | 1,610,776 | 28,748 | 539,024 |
| Item 8.01 | Other Events | ||
| --- | --- |
On May 12, 2020, the Company’s Board of Directors declared a regular quarterly dividend of $0.05 per share on the Company's common stock. The dividend is payable on June 11, 2020 to the stockholders of record on May 28, 2020. A copy of the press release announcing the dividend declaration is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. | ||
|---|---|---|---|
| (d) | Exhibits | ||
| 99.1 | Press Release dated May 12,<br> 2020 | ||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
| 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<br> undersigned hereunto duly authorized. | ||
| MINERALS TECHNOLOGIES INC. | ||
| --- | --- | --- |
| (Registrant) | ||
| By: | /s/ Thomas J. Meek | |
| Name: | Thomas J. Meek | |
| Title: | Senior Vice President, General Counsel, Human Resources, Secretary and Chief Compliance Officer | |
| Date: May 18, 2020 | ||
| EXHIBIT 99.1 | ||
| --- | ||
| News Release | ||
| Investor Contact:<br><br> <br>Matthew Garth, (212) 878-1831 | ||
| Media Contact:<br><br> <br>Michael Landau, (212) 878-1840 |
Minerals Technologies Declares Quarterly Dividend
NEW YORK, May 12, 2020 – Minerals Technologies Inc. (NYSE: MTX) today declared a regular quarterly dividend of $0.05 per share on the Company’s common stock. The dividend is payable on June 11, 2020 to stockholders of record on May 28, 2020.
About Minerals Technologies Inc.
New York-based Minerals Technologies Inc. (MTI) is a resource- and technology-based growth company that develops, produces and markets worldwide a broad range of specialty mineral, mineral-based and synthetic mineral products and related systems and services. MTI serves the paper, foundry, steel, construction, environmental, energy, polymer and consumer products industries. The company reported sales of $1.8 billion in 2019. For further information, please visit our website at www.mineralstech.com. (MTI-D)