Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 30, 2020, PQ Group Holdings Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted to approve an amendment and restatement (the “Amended 2017 Plan”) of the Company’s 2017 Omnibus Incentive Plan (the “2017 Plan”). The Amended 2017 Plan included certain changes to the 2017 Plan, including (i) amending the 2017 Plan to increase the number of shares available under it by an additional 9,000,000 shares and (ii) amending the 2017 Plan to include more limited share recycling provisions, resulting in fewer shares recycled in the future.
The foregoing summary of the Amended 2017 Plan is qualified in its entirety by reference to the full text of the Amended 2017 Plan, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting. For more information about the proposals, please see the Company’s Proxy Statement.
Proposal One: Each of the three Class III director nominees was elected to serve on the Company’s board of directors for a term of three years. The results of the vote were as follows:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Martin Craighead
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114,015,051
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12,442,166
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—
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Andrew Currie
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112,746,641
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13,710,576
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—
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Timothy Walsh
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123,990,636
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2,466,581
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—
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Proposal Two: The stockholders approved, on an advisory basis, the compensation paid by the Company to its named executive officers (the “say-on-pay proposal”). The results of the advisory vote were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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125,753,622
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517,535
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186,060
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—
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Proposal Three: The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020 was ratified. The results of the vote were as follows:
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For
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Against
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Abstain
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126,228,797
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225,645
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2,775
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Proposal three was a routine matter and, therefore, there were no broker non-votes relating to this proposal.
Proposal Four: The PQ Group Holdings Inc. 2017 Omnibus Incentive Plan, as Amended and Restated, was approved. The results of the vote were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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125,346,456
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1,089,058
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21,703
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—
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