8-K

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):

June 30, 2020

_____________________________________________________________________________________

ORION ENGINEERED CARBONS S.A.

(Exact name of registrant as specified in its charter)

(281) 318-2959

Registrant's telephone number, including area code

_____________________________________________________________________________________

(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:

Indicate by check mark whether the registrant is an emerging growth company 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. o

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

Orion Engineered Carbons S.A. (the “Company”) held its Annual General Meeting of Shareholders (the “Annual General Meeting”) on June 30, 2020. The Company’s shareholders approved and adopted all matters submitted to them at the General Meeting, which matters are described in the Company’s proxy statement that was filed with the SEC on April 29, 2020. The shareholders of the Company recommended in resolution number three the option of every one year as the preferred frequency for the Company to hold a non-binding, advisory shareholder vote to approve the compensation of the Company’s named executive officers in accordance with Section 14A of the Securities Exchange Act of 1934.

The results of votes on the matters adopted by the Annual General Meeting are as follows:

1. Election of the nine director nominees each for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2020.

2. Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers for 2019 (Say-on-Pay vote) as disclosed in the accompanying proxy statement.

3. Recommendation, on a non-binding advisory basis, of the frequency of future Say-on-Pay votes.

4. Approval of the compensation that shall be paid to the Board of Directors of the Company for the period commencing on January 1, 2020 and ending on December 31, 2020.

5. Approval of the annual accounts of the Company for the financial year ended on December 31, 2019.

6. Approval of the consolidated financial statements of the Company for the financial year ended on December 31, 2019.

7. Allocation of results, approval of the payment by the Company of the interim dividends in the amount of $48,034,813.00 during the financial year that ended on December 31, 2019 (the “Interim Dividends”), which include (a) $11,903,699.60 paid on March 29, 2019, (b) $12,042,441.60 paid on June 30, 2019, (c) $12,042,441.60 paid on September 30, 2019, and (d) $12,046,230.20 paid on December 30, 2019.

8. Discharge of the current members of the Board of Directors of the Company for the performance of their mandates during the financial year that ended on December 31, 2019.

9. Discharge of the independent auditor of the Company, Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé for the financial year ended on December 31, 2019.

10. Appointment of Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé, to be the Company’s independent auditor (Réviseur d’Entreprises) for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2020.

11. Ratification of the appointment of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft to be the Company’s independent registered public accounting firm for all matters not required by Luxembourg law during the fiscal year ending on December 31, 2020.

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.