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): December 8, 2011
A. SCHULMAN, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   0-7459   34-0514850
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
     
3550 West Market Street,
Akron, Ohio
   
44333
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (330) 666-3751
(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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   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 December 8, 2011, A. Schulman, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”) for the purposes of: (i) electing eleven directors for a term expiring at the 2012 Annual Meeting of Stockholders; (ii) ratifying the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2012; (iii) approving a non-binding advisory vote regarding the compensation of the Company’s named executive officers as disclosed in its proxy statement; and (iv) conducting a non-binding advisory vote recommending the frequency of conducting an advisory vote on the Company’s executive compensation. As of the close of business on October 14, 2011, the record date for the Annual Meeting, 29,390,468 shares of common stock, $1.00, par value, were outstanding and entitled to vote. At the Annual Meeting, 27,685,814, or approximately 94.20%, of the outstanding shares of common stock entitled to vote were represented in person or by proxy.
The results of the voting at the Annual Meeting are as follows:
  1.  
To elect eleven directors whose terms will expire at the Annual Meeting of Stockholders in 2012:
                         
            Votes     Broker  
Name   Votes For     Withheld     Non-Votes  
Eugene R. Allspach
    24,663,709       131,980       2,890,125  
Gregory T. Barmore
    24,659,246       136,443       2,890,125  
David G. Birney
    24,664,487       131,202       2,890,125  
Howard R. Curd
    24,662,559       133,130       2,890,125  
Joseph M. Gingo
    23,916,183       879,506       2,890,125  
Michael A. McManus, Jr.
    24,545,913       249,776       2,890,125  
Lee D. Meyer
    24,656,360       139,329       2,890,125  
James A. Mitarotonda
    24,569,789       225,900       2,890,125  
Ernest J. Novak, Jr.
    24,024,681       771,008       2,890,125  
Dr. Irvin D. Reid
    24,654,990       140,699       2,890,125  
John B. Yasinsky
    24,201,335       594,354       2,890,125  

 

 


 

  2.  
To approve the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2012:
             
Votes For
  Votes Against   Abstentions   Broker Non-Votes
             
26,206,856   1,447,308   31,650   0
  3.  
To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in its proxy statement:
             
Votes For   Votes Against   Abstentions   Broker Non-Votes
             
24,498,443   128,869   168,377   2,890,125
  4.  
To recommend, on an advisory basis, the frequency of holding an advisory vote on executive compensation:
                 
1 Year   2 Years   3 Years   Abstentions   Broker Non-Votes
                 
21,750,417   44,840   2,840,237   160,195   2,890,125
In accordance with the Board of Director’s recommendation and the voting results on Proposal 4, the Board of Directors has determined that it will hold future votes on executive compensation annually.

 

 


 

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.
         
  A. Schulman, Inc.
 
 
  By:   /s/ David C. Minc    
    David C. Minc   
    Vice President, Chief Legal Officer and
Secretary 
 
Date: December 23, 2011