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 7, 2015
Chemtura
Corporation
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
1-15339 (Commission file number) |
52-2183153 (IRS employer identification number) |
|
1818 Market Street, Suite 3700, Philadelphia, Pennsylvania 199 Benson Road, Middlebury, Connecticut |
19103 |
(203) 573-2000
(Registrant's 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 7, 2015, Chemtura Corporation (“Chemtura” or the “Company”) held its 2015 Annual Meeting of Shareholders. The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies, and the proposals are described in detail in Chemtura’s Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on April 2, 2015 (the “Proxy Statement”). The results of the shareholder vote are as follows:
| a. | Messrs. Jeffrey D. Benjamin, Timothy J. Bernlohr, James W. Crownover, Robert A. Dover, Jonathan F. Foster, Craig A. Rogerson, John K. Wulff and Ms. Anna C. Catalano were each elected by the shareholders to a term to expire in 2016 or until their respective successors are duly elected and qualified. |
| Nominees | For | Withheld | Broker Non-Votes |
| Jeffrey D. Benjamin | 55,226,752 | 3,318,638 | 3,541,554 |
| Timothy J. Bernlohr | 58,242,934 | 303,132 | 3,541,554 |
| Anna C. Catalano | 58,458,691 | 88,396 | 3,541,554 |
| James W. Crownover | 58,453,843 | 91,036 | 3,541,554 |
| Robert A. Dover | 58,469,413 | 72,453 | 3,541,554 |
| Jonathan F. Foster | 58,242,298 | 302,720 | 3,541,554 |
| Craig A. Rogerson | 56,757,473 | 1,788,329 | 3,541,554 |
| John K. Wulff | 58,470,194 | 71,741 | 3,541,554 |
| b. | The shareholders approved, on an advisory (non-binding) basis, the compensation paid to Chemtura’s named executive officers as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables and related disclosures. |
| For | Against | Abstain | Broker Non-Votes |
| 56,711,439 | 1,777,667 | 66,105 | 3,541,554 |
| c. | The shareholders re-approved the material terms of the performance goals under the Chemtura Corporation 2010 Long-Term Incentive Plan. |
| For | Against | Abstain | Broker Non-Votes |
| 57,504,492 | 1,036,895 | 13,824 | 3,541,554 |
| d. | The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2015. |
| For | Against | Abstain | |
| 61,738,150 | 348,160 | 10,455 |
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.
| Chemtura Corporation | ||
| (Registrant) | ||
| By: | /s/ Billie S. Flaherty | |
| Name: | Billie S. Flaherty | |
| Title: | EVP, General Counsel & Secretary | |
Date: May 12, 2015