Current Report Filing (8-k)
16 Juni 2022 - 10:36PM
Edgar (US Regulatory)
0001673985false00016739852022-06-152022-06-15
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 15,
2022
ADVANSIX INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-37774
(Commission File Number)
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81-2525089
(I.R.S. Employer
Identification No.)
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300 Kimball Drive, Suite 101
Parsippany, New Jersey 07054
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(973) 526-1800
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 (see General Instruction A.2.
below):
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.01 per share |
ASIX |
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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders of AdvanSix Inc. (the
“Company”) held on June 15, 2022, the stockholders of the Company
approved and adopted the 2016 Stock Incentive Plan of AdvanSix Inc.
and its Affiliates, as Amended and Restated (the “Incentive Plan”).
A summary of the material terms of the Incentive Plan was included
in the Proxy Statement filed with the Securities and Exchange
Commission on April 28, 2022 (the “2022 Proxy Statement”), and is
qualified in its entirety by reference to the full text of the
Incentive Plan, filed as Exhibit 10.1 to this Current Report on
Form 8-K, which is incorporated herein by reference.
On June 15, 2022, Willem Blindenbach, Senior Vice President,
Integrated Supply Chain of the Company, provided notice of his
resignation from this role effective July 1, 2022. In connection
with his departure from the Company, Mr. Blindenbach will receive
severance benefits consistent with the terms of the Company’s
Executive Severance Pay Plan, contingent on his execution of an
employment separation agreement and his execution and
non-revocation of a release of claims, if any, against the Company.
For a description of the Company’s Executive Severance Pay Plan,
see the Company’s Compensation Discussion and Analysis included in
the 2022 Proxy Statement.
ITEM 5.07 Submission of Matters to a Vote
of Security Holders.
The Company held its Annual Meeting of Stockholders on June 15,
2022. The following matters set forth in the 2022 Proxy Statement
were voted upon with the results set forth below.
1. Election
of Directors.
The Company’s stockholders elected the following director nominees
to serve for a term ending at the 2023 Annual Meeting of
Stockholders with the respective votes set forth opposite their
names:
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Nominee |
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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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Erin N. Kane |
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22,174,699 |
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35,167 |
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13,489 |
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2,589,096 |
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Michael L. Marberry |
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22,104,441 |
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102,393 |
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16,521 |
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2,589,096 |
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Farha Aslam |
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21,899,928 |
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308,627 |
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14,800 |
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2,589,096 |
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Darrell K. Hughes |
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22,177,978 |
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28,364 |
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17,013 |
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2,589,096 |
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Todd D. Karran |
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22,060,405 |
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144,618 |
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18,332 |
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2,589,096 |
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Gena C. Lovett |
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22,112,954 |
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97,061 |
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13,340 |
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2,589,096 |
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Daniel F. Sansone |
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22,099,422 |
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106,141 |
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17,792 |
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2,589,096 |
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Sharon S. Spurlin |
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22,007,580 |
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202,682 |
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13,093 |
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2,589,096 |
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Patrick S. Williams |
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22,158,952 |
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46,585 |
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17,818 |
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2,589,096 |
2. Ratification
of Appointment of Independent Accountants.
The Company’s stockholders voted upon and approved the ratification
of the appointment of PricewaterhouseCoopers LLP to serve as the
Company’s independent registered public accountants for 2022. The
votes on this proposal were as follows:
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For |
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Against |
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Abstain |
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24,622,116 |
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142,030 |
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48,305 |
3. Advisory
Vote to Approve Executive Compensation.
The Company’s stockholders voted upon and approved, on an advisory
basis, the compensation of the Company’s named executive officers,
as described in the 2022 Proxy Statement. The votes on this
proposal 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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21,492,866 |
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639,355 |
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91,134 |
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2,589,096 |
4. Approval
of the 2016 Stock Incentive Plan of AdvanSix Inc. and its
Affiliates, as Amended and Restated.
The Company’s stockholders voted upon and approved the Incentive
Plan. The votes on this proposal 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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20,661,951 |
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1,505,336 |
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56,068 |
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2,589,096 |
ITEM 9.01 Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit
Number |
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Description |
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10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
Date: June 16, 2022
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AdvanSix Inc. |
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By: |
/s/ Achilles B. Kintiroglou |
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Name: |
Achilles B. Kintiroglou |
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Title: |
Senior Vice President, General
Counsel and Corporate Secretary
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AdvanSix (NYSE:ASIX)
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