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
May 21, 2020
(Date of Report, Date of Earliest Event Reported)
COVIA HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Charter)
001-38510
(Commission File Number)
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Delaware |
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13-2656671 |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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3 Summit Park Drive, Suite 700, Independence, Ohio |
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44131 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(800) 255-7263
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock |
CVIA |
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).
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Emerging growth company |
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☐ |
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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. |
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☐ |
Item 5.07Submission of Matters to a Vote of Security Holders.
On May 21, 2020, Covia Holdings Corporation (“we,” “us,” “our” or “registrant”) held our annual meeting of stockholders (“Annual Meeting”). At the Annual Meeting, our stockholders voted on three matters, with the results of the voting as follows:
Item 1 – Election of Directors. To elect as directors the nominees named in our April 9, 2020 proxy statement (“Proxy Statement”).
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Nominee |
For |
Against |
Abstain |
Broker Non-Vote |
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William E. Conway |
99,805,105 |
5,262,685 |
89,634 |
9,993,649 |
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Kurt Decat |
98,749,463 |
6,199,632 |
208,329 |
9,993,649 |
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Jean-Luc Deleersnyder |
98,471,219 |
6,478,451 |
207,754 |
9,993,649 |
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Michel Delloye |
102,935,973 |
2,007,127 |
214,324 |
9,993,649 |
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Jean-Pierre Labroue |
101,431,986 |
3,512,003 |
213,435 |
9,993,649 |
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Olivier Lambrechts |
98,555,282 |
6,388,788 |
213,354 |
9,993,649 |
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Matthew F. LeBaron |
102,773,596 |
2,175,195 |
208,633 |
9,993,649 |
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William P. Kelly |
103,694,445 |
1,275,441 |
187,538 |
9,993,649 |
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Stephen J. Hadden |
103,053,807 |
1,956,846 |
146,771 |
9,993,649 |
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Richard A. Navarre |
97,098,219 |
7,872,988 |
186,217 |
9,993,649 |
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Jeffrey B. Scofield |
101,541,461 |
3,393,561 |
222,402 |
9,993,649 |
Item 2 – Say-on-Pay Vote. To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement.
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For |
Against |
Abstain |
Broker Non-Vote |
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99,103,951 |
5,849,029 |
204,444 |
9,993,649 |
Item 3 – Ratification of the Appointment of Ernst & Young LLP. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020.
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For |
Against |
Abstain |
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114,229,069 |
473,497 |
448,507 |
No other matters were submitted to a vote of our stockholders at the Annual Meeting.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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COVIA HOLDINGS CORPORATION |
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Date: |
May 26, 2020 |
/s/ Andrew D. Eich |
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Andrew D. Eich |
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Executive Vice President, Chief Financial Officer and Treasurer |
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