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: May 18, 2017

 

Real Industry, Inc.

 

Delaware

 

001-08007

 

46-3783818

(State or other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

17 State Street, Suite 3811

New York, NY 10004

(Address of principal executive offices)(Zip Code)

 

Registrant’s telephone number, including area code: (805) 435-1255

 

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 



Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 18, 2017, the Company held its 2017 annual meeting of stockholders (the “Annual Meeting”). On the record date for the Annual Meeting, there were 29,800,022 shares of common stock of the Company outstanding and entitled to vote.

At the Annual Meeting, the stockholders took the following actions:

Proposal 1 – voted to elect each of the seven director nominees;

Proposal 2 – voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; and

Proposal 3 – voted to approve, by advisory vote, the compensation of the Company’s named executive officers.

The Company’s inspector of election certified the following vote tabulations:

Proposal 1 – Election of Directors:

 

Director Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Peter C.B. Bynoe

 

18,040,666

 

440,840

 

8,536,153

Patrick Deconinck

 

18,037,541

 

443,965

 

8,536,153

William Hall

 

17,735,303

 

746,203

 

8,536,153

Patrick E. Lamb

 

18,021,610

 

459,896

 

8,536,153

Raj Maheshwari

 

18,116,235

 

365,271

 

8,536,153

Joseph McIntosh

 

18,175,894

 

305,612

 

8,536,153

Kyle Ross

 

18,181,340

 

300,166

 

8,536,153

Proposal 2 – Ratification of the appointment of Ernst & Young LLP, as the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2017.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

26,601,092

 

243,913

 

82,654

 

0

Proposal 3 – Advisory vote on the compensation of our named executive officers.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

17,011,267

 

1,253,802

 

216,437

 

8,536,153

 

 

 

 

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.

 

 

 

 

REAL INDUSTRY, INC.

 

 

 

 

 

Date:  May 18, 2017

 

By:

/s/ Kelly G. Howard

 

 

Name: 

Kelly G. Howard

 

 

Title:

Executive Vice President and
General Counsel