8-K
TREDEGAR CORP (TG)
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 13, 2021 (May 6, 2021)
Tredegar Corporation
(Exact Name of Registrant as Specified in its Charter)
| Virginia | 001-10258 | 54-1497771 |
|---|---|---|
| (State or Other Jurisdiction<br><br> of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| Boulders Parkway<br><br> <br>Richmond, Virginia | 23225 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (804) 330-1000
(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<br><br> <br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, no par value | TG | 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. |
|---|
On May 6, 2021, Tredegar Corporation (“Tredegar”) held its Annual Meeting of Shareholders (the “Meeting”). As of March 12, 2021, the record date for the Meeting, there were a total of 33,537,892 shares of Tredegar’s common stock outstanding and entitled to vote at the Meeting. At the Meeting, 30,772,415 shares of Tredegar’s common stock, constituting approximately 91.75% of the outstanding shares on the record date for the Meeting, were represented in person or by proxy; therefore, a quorum was present. The results of the Meeting were as follows:
Proposal 1 – Election of Directors
| Directors | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| George C. Freeman, III | 24,425,598 | 4,824,775 | 117,169 | 1,404,873 |
| John D. Gottwald | 28,174,094 | 1,189,557 | 3,891 | 1,404,873 |
| William M. Gottwald | 28,129,003 | 1,125,675 | 112,864 | 1,404,873 |
| Kenneth R. Newsome | 28,591,148 | 655,807 | 120,587 | 1,404,873 |
| Gregory A. Pratt | 22,171,239 | 7,083,106 | 113,197 | 1,404,873 |
| Thomas G. Snead, Jr. | 22,591,384 | 6,661,819 | 114,339 | 1,404,873 |
| John M. Steitz | 28,684,171 | 562,387 | 120,984 | 1,404,873 |
| Carl E. Tack, III | 22,341,919 | 6,911,533 | 114,090 | 1,404,873 |
| Anne G. Waleski | 22,719,156 | 6,531,950 | 116,436 | 1,404,873 |
All directors were duly elected.
Proposal 2 – Advisory Vote Approving Compensation of Named Executive Officers
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 22,413,772 | 6,836,933 | 116,837 | 1,404,873 |
The proposal was approved on a non-binding advisory basis.
Proposal 3 – Advisory Vote Approving Frequency of Shareholder Advisory Votes on Executive Compensation of Named Executive Officers
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 26,769,319 | 125,882 | 2,452,566 | 19,775 | 1,404,873 |
Shareholders voted on a non-binding advisory basis that the frequency of future shareholder advisory votes on the compensation of Tredegar’s named executive officers would occur every year.
Proposal 4 – Approval of the Tredegar Corporation Amended and Restated 2018 Equity Incentive Plan
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 19,119,707 | 10,157,423 | 90,412 | 1,404,873 |
The proposal was approved.
Proposal 5 – The Ratification of the Appointment of KPMG LLP as Tredegar’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 30,696,909 | 65,902 | 9,604 | -0- |
The appointment of KPMG LLP was ratified.
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.
| TREDEGAR CORPORATION | ||
|---|---|---|
| Date: May 13, 2021 | By: | /s/ Kevin C. Donnelly |
| Kevin C. Donnelly | ||
| Vice President, General Counsel and | ||
| Corporate Secretary |