false 0001494319 0001494319 2022-05-05 2022-05-05

 

 

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): May 5, 2022

 

 

Univar Solutions Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37443   26-1251958

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S Employer

Identification No.)

3075 Highland Parkway, Suite 200

Downers Grove, IL 60515

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (331) 777-6000

Not Applicable

(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 ($0.01 par value)   UNVR   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

At the Univar Solutions Inc. (the “Company”) Annual Meeting, held on May 5, 2022, the Company’s stockholders (i) elected eleven directors, each to serve as directors and hold office until the 2023 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, (ii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers described in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 23, 2022 (as amended, the “Proxy Statement”), (iii) approved, on a non-binding advisory basis, “1 Year” as the frequency of future advisory votes on the compensation of the Company’s named executive officers, and (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Each of these proposals is described in more detail in the Proxy Statement.

The matters voted upon at the Annual Meeting and the results of the votes are as follows:

 

1.

Proposal 1: Election of Directors, Each to Serve for a Term of One Year

 

    

For

   

Withhold

   

Broker Non-Votes

Ms. Joan A. Braca

    149,974,236    2,633,669    2,426,845

Mr. Mark J. Byrne

    150,042,791    2,565,114    2,426,845

Mr. Daniel P. Doheny

    150,066,479    2,541,426    2,426,845

Mr. Richard P. Fox

    146,527,227    6,080,678    2,426,845

Ms. Rhonda Germany

    141,848,974    10,758,931    2,426,845

Mr. David C. Jukes

    151,929,771    678,134    2,426,845

Mr. Varun Laroyia

    152,002,825    605,080    2,426,845

Mr. Stephen D. Newlin

    151,842,908    764,997    2,426,845

Mr. Christopher D. Pappas

    151,457,665    1,150,240    2,426,845

Mr. Kerry J. Preete

    151,802,288    805,617    2,426,845

Mr. Robert L. Wood

    151,589,393    1,018,512    2,426,845

 

2.

Proposal 2: Non-Binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

 

For

   

Against

   

Abstain

   

Broker Non-Votes

151,401,794

    1,099,006    107,105    2,426,845

 

3.

Proposal 3: Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers

 

1Year

  

2 Years

   

3 Years

   

Abstain

   

Broker Non-Votes

147,396,606

  

12,689

    5,087,653    110,957    2,426,845

In light of these voting results, the Company’s Board of Directors has determined that the Company will include a non-binding advisory vote on the compensation of the Company’s named executive officers in its proxy materials every year until the next required vote on the frequency of such advisory votes.

 

4.

Proposal 4: Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2022

 

For

   

Against

   

Abstain

   

Broker Non-Votes

154,027,792

    682,542    324,416    NA

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.

 

Date: May 5, 2022     Univar Solutions Inc.
    By:  

/s/ Noelle J. Perkins

    Name:   Noelle J. Perkins
    Title:   Senior Vice President, General Counsel and Secretary
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