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): February 6, 2012

 

Commission File Number: 1-9852

 

CHASE CORPORATION

(Exact name of registrant as specified in its charter)

 

Massachusetts

 

11-1797126

(State or other jurisdiction of incorporation of
organization)

 

(I.R.S. Employer Identification No.)

 

26 Summer Street, Bridgewater, Massachusetts 02324

(Address of Principal Executive Offices, Including Zip Code)

 

(508) 819-4200

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(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

 

The 2012 Annual Meeting of Shareholders of Chase Corporation (the “Company”) was held on February 6, 2012.  The following proposals were voted on at the 2012 Annual Meeting.  Each proposal is more fully described in the Company’s Definitive Proxy Statement for the 2012 Annual Meeting, as filed with the SEC on December 23, 2011.

 

Proposal 1 — For the election of nominees for the Board of Directors.  The eight nominees named in the Company’s Definitive Proxy Statement were elected as Directors, to serve until the 2013 Annual Meeting of Shareholders, with the following votes:

 

Name of Director

 

In Favor

 

Votes Withheld

 

Broker Non-Votes

 

Adam P. Chase

 

6,223,517

 

581,288

 

1,447,006

 

Peter R. Chase

 

6,221,342

 

583,463

 

1,447,006

 

Mary Claire Chase

 

6,197,458

 

607,347

 

1,447,006

 

J. Brooks Fenno

 

6,275,370

 

529,435

 

1,447,006

 

Lewis P. Gack

 

6,425,332

 

379,473

 

1,447,006

 

George M. Hughes

 

5,507,723

 

1,297,082

 

1,447,006

 

Ronald Levy

 

6,280,148

 

524,657

 

1,447,006

 

Thomas Wroe, Jr.

 

6,426,754

 

378,052

 

1,447,006

 

 

Proposal 2 — A non-binding, advisory vote to approve the executive compensation of our named executive officers.  Although this vote is non-binding on the Company or the Board of Directors, the voting results will be reviewed and considered when making future decisions regarding the Company’s executive compensation program.  The proposal passed with the following votes:

 

In Favor

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

5,580,223

 

727,307

 

497,275

 

1,669,356

 

 

Proposal 3 — A non-binding, advisory vote to determine the frequency of conducting future advisory votes (similar to Proposal 2 above) on executive compensation.  Although this vote is non-binding on the Company or the Board of Directors, the voting results will be reviewed and considered when determining the frequency of future advisory votes on executive compensation.  The Three Years option of this proposal was selected with the following votes:

 

One Year

 

Two Years

 

Three Years

 

Abstentions

 

Broker Non-Votes

 

2,857,462

 

21,507

 

3,589,048

 

147,196

 

1,669,356

 

 

Proposal 4 — For the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2012.  The proposal passed with the following votes:

 

In Favor

 

Votes Against

 

Abstentions

 

8,377,460

 

110,122

 

10,207

 

 

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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, thereunto duly authorized.

 

 

Chase Corporation

 

 

 

Dated: February 9, 2012

By:

/s/ Kenneth L. Dumas

 

 

Kenneth L. Dumas

 

 

Chief Financial Officer and Treasurer

 

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