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CHMT > SEC Filings for CHMT > Form 8-K on 13-May-2013All Recent SEC Filings

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Form 8-K for CHEMTURA CORP


13-May-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matt


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting of Shareholders (the "Annual Meeting") of Chemtura Corporation (the "Company") held on May 9, 2013, the Company's shareholders approved a proposal to amend the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to delete the plurality vote standard in uncontested director elections to allow the By-Laws to provide a majority vote standard in those elections. The amendment to the Certificate of Incorporation was previously approved by the Company's Board of Directors, subject to approval by the shareholders. The amendment to the Certificate of Incorporation became effective on May 9, 2013. To implement the majority vote standard, the Board of Directors also previously approved an amendment to Article II, Section 8 of the Company's By-Laws, contingent upon shareholder approval of the majority vote standard proposal, providing for a majority vote standard in uncontested director elections. The amendment to the By-Laws became effective on May 9, 2013.

The foregoing description of the amendments to the Certificate of Incorporation and By-Laws are qualified in their entirety by reference to the full text of such amendments, which are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.



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

As described in Item 5.03 above, the Company held its Annual Meeting on May 9, 2013. The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies, and the proposals are described in detail in Chemtura's Proxy Statement filed with the Securities and Exchange Commission ("SEC") on April 3, 2013 (the "Proxy Statement"). The results of the shareholder vote are as follows:

a. Messrs. Jeffrey D. Benjamin, Timothy J. Bernlohr, Alan S. Cooper, James W.
Crownover, Robert A. Dover, Jonathan F. Foster, Craig A. Rogerson, John K. Wulff and Ms. Anna C. Catalano were each elected by the shareholders to a term to expire in 2014 or until their respective successors are duly elected and qualified.

Nominees                 For       Withheld    Broker Non-Votes
Jeffrey D. Benjamin   77,985,120     843,408      8,544,888
Timothy J. Bernlohr   78,544,724     283,804      8,544,888
Anna C. Catalano      78,436,780     391,748      8,544,888
Alan S. Cooper        78,607,020     221,508      8,544,888
James W. Crownover    78,418,793     409,735      8,544,888
Robert A. Dover       78,620,748     207,780      8,544,888
Jonathan F. Foster    78,603,663     224,865      8,544,888
Craig A. Rogerson     76,941,669   1,886,859      8,544,888
John K. Wulff         73,952,566   4,875,962      8,544,988

b. The shareholders approved, on an advisory (non-binding) basis, the compensation paid to Chemtura's named executive officers as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables and related disclosures.

For Against Abstain Broker Non-Votes 76,519,023 964,048 1,345,457 8,544,888

c. As described in Item 5.03 above, the shareholders approved the amendment of the Certificate of Incorporation to delete the plurality vote standard in uncontested director elections to allow the By-Laws to provide for a majority vote standard in those elections.

For Against Abstain Broker Non-Votes 78,581,629 68,830 178,069 8,544,888

d. The shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2013.

For Against Abstain
86,867,293 324,436 181,687



Item 8.01 Other Events.

As previously disclosed, on July 31, 2012, the Board of Directors authorized an increase in the Company's share repurchase program from $50 million to up to $100 million and extended the program to November 2013. As of May 8, 2013, the Company had purchased 3.4 million shares for $41 million. On May 9, 2013, the Board of Directors authorized an increase in the share repurchase program by $41 million such that the Company may now repurchase up to $100 million and extended the program through March 31, 2014. The shares are expected to be repurchased from time to time through open market purchases. The program, which does not obligate the Company to repurchase any particular amount of common stock, may be modified or suspended at any time at the Board's discretion. The manner, price, number and timing of such repurchases, if any, will be subject to a variety of factors, including market conditions and the applicable rules and regulations of the SEC.



Item 9.01 Financial Statements and Exhibits.

Exhibit
Number    Description

  3.1     Certificate of Amendment of Amended and Restated Certificate of
          Incorporation of Chemtura Corporation

  3.2     Amended and Restated By-Laws of Chemtura Corporation

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