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, 2011
AMCOL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-14447 | 36-0724340 | ||
| State of Other Jurisdiction of Incorporation |
Commission File Number |
I.R.S. Employer Identification Number |
2870 Forbs Avenue
Hoffman Estates, IL 60192
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (847) 851-1500
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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 5, 2011, at the Annual Meeting of Shareholders of AMCOL International Corporation (“AMCOL” or the “Company”), AMCOL’s shareholders voted on proposals to (i) elect three (3) directors for a three-year term or until their successors are elected and qualified; (ii) ratify the Audit Committee’s selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for 2011; (iii) cast an advisory vote on executive compensation; and (iv) cast an advisory vote on the frequency of future advisory votes on executive compensation. The voting results for each proposal were as follows:
| 1. | Election of Directors: |
| Director |
For | Withheld | Broker Non-Votes |
|||||||||
| John Hughes |
13,306,400 | 7,922,667 | 2,679,568 | |||||||||
| Clarence O. Redman |
20,686,334 | 542,733 | 2,679,568 | |||||||||
| Audrey L. Weaver |
20,267,572 | 961,495 | 2,679,568 | |||||||||
| 2. | Ratification of the Selection of Ernst & Young LLP: |
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 23,838,021 | 29,110 | 41,504 | — | |||||||||
| 3. | Advisory Vote on Executive Compensation: |
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 20,543,041 | 652,134 | 33,892 | 2,679,568 | |||||||||
| 4. | Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation: |
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
||||||||||||
| 19,378,979 | 59,134 | 1,633,666 | 157,288 | 2,679,568 | ||||||||||||
Based on the Board of Directors’ recommendation in the Proxy Statement and the voting results with respect to the advisory vote on the frequency of future advisory votes on executive compensation, the Company has adopted a policy to hold an advisory vote on executive compensation annually.
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.
| AMCOL INTERNATIONAL CORPORATION | ||||||||
| Date: | May 6, 2011 | By: | /s/ Donald W. Pearson | |||||
| Donald W. Pearson | ||||||||
| Vice President and Chief Financial Officer | ||||||||