8-K
Orion S.A. (OEC)
8-K
2021-06-24
For: 2021-06-24
View Original
Added on
April 06, 2026
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):
June 24, 2021
ORION ENGINEERED CARBONS S.A.
(Exact name of registrant as specified in its charter)
| Grand Duchy of Luxembourg | 001-36563 | 00-0000000 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 4501 Magnolia Cove Drive, Suite 106,<br><br> <br>Houston, TX | 77345 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares, no par value | OEC | New York Stock Exchange |
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. ☐
| 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 24, 2021. The Company’s shareholders approved and adopted all matters submitted to them at the Annual General Meeting, which matters are described in the Company’s proxy statement that was filed with the SEC on April 30, 2021.
The results of votes on the matters adopted by the Annual General Meeting are as follows:
| 1. | Election of Ms. Kerry Galvin for a term ending on the date of the annual general meeting of shareholders of the Company called to<br>approve the annual accounts of the Company for the financial year ending on December 31, 2021. | ||
|---|---|---|---|
| For | Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 44,889,504 | 4,398,057 | 78,967 | 4,933,391 |
| 2. | Election of Mr. Paul Huck for a term ending on the date of the annual general meeting of shareholders of the Company called to approve<br>the annual accounts of the Company for the financial year ending on December 31, 2021. | ||
| --- | --- | ||
| For | Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 49,222,073 | 136,833 | 7,622 | 4,933,391 |
| 3. | Election of Ms. Mary Lindsey for a term ending on the date of the annual general meeting of shareholders of the Company called to<br>approve the annual accounts of the Company for the financial year ending on December 31, 2021. | ||
| --- | --- | ||
| For | Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 49,177,320 | 110,241 | 78,967 | 4,933,391 |
| 4. | Election of Mr. Didier Miraton for a term ending on the date of the annual general meeting of shareholders of the Company called to<br>approve the annual accounts of the Company for the financial year ending on December 31, 2021. | ||
| --- | --- | ||
| For | Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 49,288,465 | 67,439 | 10,624 | 4,933,391 |
| 5. | Election of Dr. Yi Hyon Paik for a term ending on the date of the annual general meeting of shareholders of the Company called to<br>approve the annual accounts of the Company for the financial year ending on December 31, 2021. | ||
| --- | --- | ||
| For | Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 49,245,611 | 110,294 | 10,623 | 4,933,391 |
| 6. | Election of Mr. Corning F. Painter for a term ending on the date of the annual general meeting of shareholders of the Company called<br>to approve the annual accounts of the Company for the financial year ending on December 31, 2021. | ||
| --- | --- | ||
| For | Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 49,256,253 | 98,811 | 11,464 | 4,933,391 |
| 7. | Election of Mr. Dan F. Smith for a term ending on the date of the annual general meeting of shareholders of the Company called to<br>approve the annual accounts of the Company for the financial year ending on December 31, 2021. | ||
| --- | --- | ||
| For | Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 48,601,118 | 757,531 | 7,879 | 4,933,391 |
| 8. | Election of Mr. Hans-Dietrich Winkhaus for a term ending on the date of the annual general meeting of shareholders of the Company<br>called to approve the annual accounts of the Company for the financial year ending on December 31, 2021. | ||
| --- | --- | ||
| For | Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 49,324,697 | 31,404 | 10,428 | 4,933,390 |
| 9. | Election of Mr. Michel Wurth for a term ending on the date of the annual general meeting of shareholders of the Company called to<br>approve the annual accounts of the Company for the financial year ending on December 31, 2021. | ||
| --- | --- | ||
| For | Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 49,180,713 | 106,851 | 78,964 | 4,933,391 |
| 10. | Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers for 2020 (Say-on-Pay<br>vote), as disclosed in the proxy statement for the Annual General Meeting. | ||
| --- | --- | ||
| For | Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 48,160,102 | 1,026,237 | 180,189 | 4,933,391 |
| 11. | Approval of the compensation that shall be paid to the Board of Directors of the Company for the period commencing on January 1, 2021<br>and ending on December 31, 2021. | ||
| --- | --- | ||
| For | Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 47,288,588 | 1,898,375 | 179,564 | 4,933,392 |
| 12. | Approval of the annual accounts of the Company in accordance with Lux GAAP for the financial year that ended on December 31, 2020. | ||
| --- | --- | ||
| For | Against | Abstentions | |
| --- | --- | --- | |
| 53,334,678 | 57,168 | 908,069 | |
| 13. | Approval of the consolidated financial statements of the Company in accordance with US GAAP for the financial year that ended on December<br>31, 2020. | ||
| --- | --- | ||
| For | Against | Abstentions | |
| --- | --- | --- | |
| 53,337,233 | 56,786 | 905,897 | |
| 14. | Allocation of results, approval of the interim dividend paid by the Company from its amount available during the 2020 Financial Year<br>of EUR 10,481,282.71 representing and paid in US Dollars in an amount of $12,044,829.40 as interim dividend. | ||
| --- | --- | ||
| For | Against | Abstentions | |
| --- | --- | --- | |
| 54,244,067 | 54,956 | 893 | |
| 15. | Discharge of the current members of the Board of Directors of the Company for the performance of their mandates during the financial<br>year that ended on December 31, 2020, including discharge from any liability in connection with the performance of their mandates, including<br>the management of the Company’s affairs during such period. | ||
| --- | --- | ||
| For | Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 48,193,176 | 142,064 | 1,031,288 | 4,933,391 |
| 16. | Discharge of the independent auditor of the Company, Ernst & Young, Luxembourg, Société anonyme – Cabinet<br>de revision agréé, from any liability in connection with the performance of its mandate during the financial year that ended<br>on December 31, 2020, including the audit of the Company’s annual accounts and consolidated financial statements for such period. | ||
| --- | --- | ||
| For | Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 47,934,445 | 499,089 | 932,995 | 4,933,390 |
| 17. | Appointment of Ernst & Young, Luxembourg, Société anonyme - Cabinet de ré-vision agréé as independent<br>auditor of the Company for the financial year ending on December 31, 2021 for the purpose of all statutory accounts as required by Luxembourg<br>law, including the annual accounts and consolidated financial statements of the Company. | ||
| --- | --- | ||
| For | Against | Abstentions | |
| --- | --- | --- | |
| 54,170,276 | 105,966 | 23,674 | |
| 18. | Ratification of the appointment of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft as the Company’s independent<br>registered public accounting firm for all matters not required by Luxembourg law for the period from January 1, 2021 until the filling<br>of the Company’s Annual Report on Form 10-K on February 18, 2021 and Ernst & Young LLC as the Company’s independent registered<br>public accounting firm for all matters not required by Luxembourg law effective upon the filling of the Company’s Annual Report<br>on Form 10-K on February 18, 2021 for the fiscal year ending on December 31, 2021. | ||
| --- | --- | ||
| For | Against | Abstentions | |
| --- | --- | --- | |
| 54,247,352 | 27,687 | 24,877 |
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.
| ORION ENGINEERED CARBONS S.A. | ||
|---|---|---|
| Date: June 24, 2021 | By: | /s/<br> Lorin Crenshaw |
| Name:<br> Lorin Crenshaw | ||
| Title:<br> Chief Financial Officer |