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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 14, 2022

Trinseo PLC

(Exact name of registrant as specified in its charter)

Ireland

001-36473

N/A

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

1000 Chesterbrook Boulevard, Suite 300,

Berwyn, Pennsylvania 19312

(Address of principal executive offices, including zip code)

(610) 240-3200

(Telephone number, including area code)

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):

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

Ordinary Shares, par value $0.01 per share

TSE

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 June 14, 2022, Trinseo PLC (the “Company”) held its Annual General Meeting of Shareholders. A total of 33,243,552 ordinary shares were present or represented by proxy, which accounted for approximately 91% of the shares entitled to vote at the Annual General Meeting. The Company’s shareholders voted on the following eight proposals and cast their votes as set forth below.

Annual General Meeting Proposal One: Election of Thirteen Directors

The Company’s shareholders approved the election of thirteen director nominees to serve a term expiring at the end of the 2023 annual general meeting of shareholders by the votes set forth in the table below:

Name

For

Against

Abstain

Broker Non-Votes

K’Lynne Johnson

30,863,945

247,228

9,444

2,122,935

Joseph Alvarado

30,628,312

484,434

7,871

2,122,935

Frank Bozich

30,998,267

114,769

7,581

2,122,935

Victoria Brifo

30,992,652

120,691

7,274

2,122,935

Jeffrey Cote

30,999,999

113,968

6,650

2,122,935

Pierre-Marie De Leener

30,995,078

117,937

7,602

2,122,935

Jeanmarie Desmond

30,997,897

115,577

7,143

2,122,935

Matthew Farrell

31,000,424

113,543

6,650

2,122,935

Sandra Beach Lin

30,863,039

251,146

6,432

2,122,935

Philip R. Martens

30,869,430

244,536

6,651

2,122,935

Donald T. Misheff

30,866,762

247,201

6,654

2,122,935

Henri Steinmetz

30,998,622

115,345

6,650

2,122,935

Mark Tomkins

30,870,048

243,829

6,740

2,122,935

Annual General Meeting Proposal Two: Approval, on an Advisory Basis, of the Company’s Named Executive Officers Compensation

The Company’s shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

30,457,769

634,074

28,774

2,122,935

Annual General Meeting Proposal Three: Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

The Company’s shareholders ratified the audit committee’s appointment of PricewaterhouseCoopers LLP to be the Company’s independent registered public accounting firm for the year ending December 31, 2022, and to authorize, by binding vote, the Audit Committee of the Board to set its auditors’ remuneration by the votes set forth in the table below:

For

Against

Abstain

33,102,592

129,088

11,872

Annual General Meeting Proposal Four: Approval of Authority to Issue Shares

The Company’s shareholders approved the grant of authority of the Company’s Board of Directors to issue shares, on an advisory basis, the compensation paid to the Company’s named executive officers by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

30,934,745

167,970

17,902

2,122,935

Annual General Meeting Proposal Five: Approval of Authority to Opt Out of Statutory Pre-emption Rights

The Company’s shareholders approved the authority of the Company’s Board of Directors to opt out of statutory pre-emption rights, with respect to up to 10% of issued share capital, by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

31,065,642

38,587

16,388

2,122,935

Annual General Meeting Proposal Six: Approval of Amendment to Memorandum and Articles of Association

The Company’s shareholders voted to approve an amendment to the Company’s memorandum and articles of association, as amended and restated on June 20, 2018 (the “Constitution”), to remove the existing class of preferred shares, among other changes which went into effect at the conclusion of the Annual General Meeting, by the votes set forth in the table below. The Constitution is attached hereto as Exhibit 3.1.

For

Against

Abstain

Broker Non-Votes

31,084,354

17,559

18,704

2,122,935

Annual General Meeting Proposal Seven: Approval of Price Range for Re-issuance of Treasury Shares

The Company’s shareholders approved the price range for the Company’s re-issuance of treasury shares, as described in the proxy statement, by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

31,084,877

21,332

14,408

2,122,935

Annual General Meeting Proposal Eight: Approval of Omnibus Incentive Plan

The Company’s shareholders approved the amendment and restatement of the Company’s Omnibus Incentive Plan, by the votes set forth in the table below. The Amended & Restated Omnibus Incentive Plan is attached hereto as Exhibit 10.1.

For

Against

Abstain

Broker Non-Votes

30,392,706

716,133

11,778

2,122,935

ITEM 9.01

Exhibits.

3.1

Memorandum and Articles of Association of Trinseo PLC, as amended

10.1

Trinseo PLC Amended and Restated 2014 Omnibus Incentive Plan

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURE

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.

TRINSEO PLC

By:

/s/ Angelo N. Chaclas

Name:

Angelo N. Chaclas

Title:

Senior Vice President, Chief Legal Officer,
Chief Compliance Officer & Corporate Secretary

Date: June 17, 2022

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