0001045309FALSE00010453092021-07-072021-07-07

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) July 7, 2021

W. R. GRACE & CO.
(Exact name of registrant as specified in its charter)

Delaware 1-13953   65-0773649
(State or other jurisdiction of incorporation) (Commission File Number)   (I.R.S. Employer Identification No.)
 
7500 Grace Drive, Columbia, Maryland 21044-4098
(Address of principal executive offices) (Zip Code)
(410) 531-4000
(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 Stock, $.01 par value per share GRA   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).
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. ☐


W. R. GRACE & CO.
FORM 8-K
CURRENT REPORT
Item 5.07.    Submission of Matters to a Vote of Security Holders.
W. R. Grace & Co. (the “Company”) held its Annual Meeting of Stockholders on July 7, 2021 (the “Annual Meeting”). The holders of a total of 53,329,317.121 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting, representing approximately 80.48% of the voting power entitled to vote at the meeting. The certified results of the matters voted upon at the meeting, which are more fully described in the Company’s Proxy Statement, are as follows:
1.The stockholders elected the following nominees to the Board of Directors, by the following votes:
Class I For Against Abstain Broker Non-Votes
Hudson La Force 44,412,612.915 195,998.898 2,736,422.308 5,984,283.000
Mark E. Tomkins 43,640,303.068 967,982.745 2,736,748.308 5,984,283.000
2.The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, by the following vote:
For Against Abstain Broker Non-Votes
49,281,163.890 1,306,914.411 2,741,238.820 —
3.The stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the Proxy Statement, by the following vote:
For Against Abstain Broker Non-Votes
43,725,149.395 826,931.082 2,792,953.644 5,984,283.000
4.    The stockholders approved, on a non-binding advisory basis, that the advisory vote on the frequency of the advisory vote to approve named executive officer compensation should occur every year by the following vote:
1 Year 2 Years 3 Years Abstain Broker Non-Votes
42,276,367.551 18,773.879 2,269,446.603 2,780,446.088 5,984,283.000
In light of the foregoing vote, the Company has decided that it will continue to include a stockholder advisory vote on the compensation of executives in its proxy materials each year.
Item 9.01.    Financial Statements and Exhibits.
(d)           Exhibits
Exhibit No. Description of Exhibit Location
101.INS Inline XBRL Instance Document The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Filed herewith
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Filed herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Filed herewith
104  Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101) Filed herewith


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.
 
  W. R. GRACE & CO.
  (Registrant)
   
  By /s/ Cherée H. Johnson
    Cherée H. Johnson
    Senior Vice President, General Counsel, and Secretary
   
Dated: July 8, 2021  


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