FutureFuel Corp.
FutureFuel Corp. (Form: 8-K, Received: 09/08/2017 16:04:30)

 

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 e arliest event reported): September 7, 2017

 

FUTUREFUEL CORP.
(Exact Name of Registrant as Specified in Its Charter)

 

Delaware
(State or Other Jurisdiction of Incorporation)

 

0-52577

20-3340900

(Commission File Number)

(IRS Employer Identification No.)

 

 

8235 Forsyth Blvd., Suite 400
St. Louis, Missouri 63105

(Address of Principal Executive Offices)

 

( 314) 854-8385
(Registrant’s Telephone Number)

 

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

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

Pre-commencement communications pursuant to Rule  14d-2(b) under the Exchange Act

 

Pre-commencement communications pursuant to Rule  13e-4(c) under the Exchange Act

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 .0 7 Submission of Matters to a Vote of Security Holders

 

On September 7, 2017, FutureFuel Corp. (NYSE: FF) (the “Company”) held its annual shareholder meeting, at which a quorum of its shareholders was present either in person or by proxy. The matters submitted to a vote of the Company’s shareholders were:

 

 

(1)

to elect two directors: Paul M. Manheim and Jeffrey L. Schwartz;

 

 

(2)

to ratify the appointment of RubinBrown LLP as the Company ’s independent auditor for the year ending December 31, 2017;

 

 

(3)

to hold an advisory “say-on-pay” vote to approve the compensation the Company’s named executive officers;

 

 

(4)

to hold an advisory vote to approve the frequency of the “say-on-pay” vote; and

 

 

(5)

to approve the adoption of the FutureFuel Corp. 2017 Omnibus Incentive Plan.

 

No other business was conducted at such meeting. Of the 43, 749,970 shares of the Company’s common stock eligible to vote at the Company’s annual shareholder meeting, 41,361,780 shares were voted. The results of the voting were as follows:

 

Matter Voted Upon

Votes Cast For

Votes Cast Against

Votes Withheld

Abstentions

Broker Non-Votes

Election of  Paul M. Manheim

35,750,218

n/a

1,105,619

0

4,505,943

 

Election of  Jeffrey L. Schwartz

36,367,329

n/a

488,508

0

4,505,943

 

Ratification of the appointment of RubinBrown LLP as the Company ’s independent auditor for the year ending December 31, 2016

41,224,572

118,257

n/a

18,951

n/a

 

Advisory “say-on-pay” vote on the compensation of the Company ’s named executive officers

32,222,822

3,409,442

n/a

1,223,573

4,505,943

 

Advisory vote on the frequency of the “say-on-pay” vote

 

n/a

n/a

1,217,675

4,505,943

three years

24,466,681

       

two years

21,728

       

one year

11,149,753

       
 

Adoption of the FutureFuel Corp. 2017 Omnibus Incentive Plan

20,599,402

15,022,924

n/a

1,233,511

4,505,943

 

As a result, all matters submitted to a vote of shareholders at the annual meeting were approved.

 

 

 

 

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.

 

  FUTUREFUEL CORP.  
       
       
  By: /s/ Jordan Federko  
    Jordan Federko, Secretary  

 

 

Date: September 8, 2017