SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 20, 2014
Multi-Color Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| Ohio | 0-16148 | 31-1125853 | ||
| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NUMBER) |
(IRS EMPLOYER IDENTIFICATION NO.) |
| 4053 Clough Woods Dr., Batavia, Ohio | 45103 | |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (ZIP CODE) |
Registrant’s telephone number, including area code (513) 381-1480
(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 (see General Instructions A.2. below):
| ¨ | Written communication 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On August 20, 2014, Lorrence T. Kellar retired from the Board of Directors (the “Board”) of Multi-Color Corporation (the “Company”), as required by the age-based retirement policy in the Company’s Principles of Governance. Mr. Kellar was a director of the Company since 1988. Most recently, Mr. Kellar served as Chairman of the Audit and Finance Committee and a member of the Compensation and Organizational Development and Nominating and Corporate Governance Committees.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Multi-Color Corporation convened its annual meeting of shareholders on August 20, 2014. The voting results on the proposals considered at the meeting are:
Proposal No. 1: Election of Directors
| Name |
Votes For | Votes Withheld | ||||||
| Ari J. Benacerraf |
14,362,677 | 44,629 | ||||||
| Robert R. Buck |
14,185,856 | 221,450 | ||||||
| Charles B. Connolly |
14,180,194 | 227,112 | ||||||
| Roger A. Keller |
13,573,340 | 833,966 | ||||||
| Thomas M. Mohr |
14,194,844 | 212,462 | ||||||
| Simon T. Roberts |
14,199,894 | 207,412 | ||||||
| Nigel A. Vinecombe |
14,362,914 | 44,392 | ||||||
Proposal No. 2: Advisory (Non-Binding) Approval of Executive Compensation
| Votes For |
14,208,236 | |||
| Votes Against |
174,923 | |||
| Abstentions |
24,147 |
Item 8.01 Other Events.
Effective upon Mr. Kellar’s retirement, the Board appointed Charles B. Connolly as the new Chairman of the Audit and Finance Committee and appointed Ari J. Benacerraf as a member of the Compensation and Organizational Development and Nominating and Corporate Governance Committees.
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.
| MULTI-COLOR CORPORATION | ||||||
| Date: August 25, 2014 | By: | /s/ Sharon E. Birkett | ||||
| Name: | Sharon E. Birkett | |||||
| Title: | Vice President, Chief Financial and Accounting Officer, Secretary | |||||