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 7, 2020
AMPCO-PITTSBURGH CORPORATION
(Exact name of registrant as specified in its charter)
| Pennsylvania | 1-898 | 25-1117717 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 726 Bell Avenue, Suite 301, Carnegie PA |
15106 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (412) 456-4400
(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 Instruction A.2. below):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $1 par value | AP | New York Stock Exchange |
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 7, 2020, Ampco-Pittsburgh Corporation (the “Company”) held its annual meeting of shareholders. The following are the voting results for the proposals that were voted upon by the Company’s shareholders at that meeting:
| 1. | In the election of one director for a term expiring in 2021, and three directors for a term that expires in 2023: |
| For | Withheld | Broker Non-Votes | ||||||||||
| James J. Abel |
9,762,107 | 341,905 | 1,555,062 | |||||||||
| William K. Lieberman |
9,533,323 | 570,689 | 1,555,062 | |||||||||
| Stephen E. Paul |
9,783,204 | 320,808 | 1,555,062 | |||||||||
| Carl H. Pforzheimer, III |
9,494,495 | 609,517 | 1,555,062 | |||||||||
| 2. | To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 9,215,174 |
875,562 | 13,276 | 1,555,062 |
| 3. | To ratify the appointment of BDO USA, LLP as the independent registered public accountants firm for 2020: |
| For |
Against |
Abstain |
||||
| 11,598,727 |
56,292 | 4,055 |
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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 hereunto duly authorized.
| AMPCO-PITTSBURGH CORPORATION | ||||||
| Date | May 8, 2020 |
(Registrant) | ||||
| /s/ Melanie L. Sprowson | ||||||
| (Signature)* | ||||||
| Melanie L. Sprowson Director of Investor Relations and Corporate Secretary | ||||||
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