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FOE > SEC Filings for FOE > Form 8-K on 1-May-2014All Recent SEC Filings

Show all filings for FERRO CORP

Form 8-K for FERRO CORP


1-May-2014

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


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

On April 25, 2014, Ferro Corporation (the "Company") held its 2014 Annual Meeting of Shareholders (the "2014 Annual Meeting"). At the 2014 Annual Meeting, shareholders of the Company approved proposals to amend (i) the Company's Amended and Restated Code of Regulations (the "Regulations") to provide for the annual election of all directors and (ii) the Company's Eleventh Amended Articles of Incorporation (the "Articles") to eliminate cumulative voting in elections of directors. The implementation of these proposals was expressly conditioned upon the approval by the Company's shareholders of both proposals. Because the Company's shareholders approved both proposals, the Company has implemented both proposals. The Company has filed the Articles, as amended, with the office of the Ohio Secretary of State and will include a copy as an exhibit to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014.

Following the 2014 Annual Meeting, the Board of Directors (the "Board") of the Company also adopted amendments to the Regulations, effective immediately, to revise provisions containing voting or participation requirements that had greater than a simple majority standard that could be lowered under Ohio law, specifically, those with respect to shareholders fixing the number of directors and amending the Regulations by written consent. These amendments were adopted in response to a shareholder proposal presented at the 2014 Annual Meeting, which was approved by the Company's shareholders, that requested the Board to take action to lower the voting standards contained in its charter documents.

The preceding description of the amendments to the Regulations is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the Regulations, as so amended, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by this reference.



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

The 2014 Annual Meeting was held on Friday, April 25, 2014.

The final results of voting on each of the matters submitted to a vote of security holders at the 2014 Annual Meeting are as follows:

1. Shareholders elected each of the following three nominees as a director to serve for a term to expire at the 2015 Annual Meeting of Shareholders of the Company and until his successor has been duly elected and qualified, as set forth below.

                                 Votes            Votes          Broker         Votes
        Name                      For           Withheld        Non-Votes      Uncast
        Richard J. Hipple       72,767,265       1,868,332       6,567,904           0
        Gregory E. Hyland       74,045,879         589,718       6,567,904           0

        William B. Lawrence     73,691,714         943,158       6,567,904         724


--------------------------------------------------------------------------------
2. Shareholders approved the conditional proposal to amend the Regulations to
provide for the annual election of all directors, as set forth below.



                                 Votes                     Broker
                  Votes For     Against     Abstentions   Non-Votes
                  61,331,991   13,234,499     69,106      6,567,904

3. Shareholders approved the conditional proposal to amend the Articles to eliminate cumulative voting in elections of directors, as set forth below.

                                 Votes                     Broker
                  Votes For     Against     Abstentions   Non-Votes
                  58,610,073   15,869,307     156,216     6,567,904

4. Shareholders ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014, as set forth below.

                                  Votes                    Broker
                   Votes For     Against    Abstentions   Non-Votes
                   78,106,470   3,052,219     44,812          0

5. Shareholders approved, on an advisory basis, the compensation of the Company's named executive officers, as set forth below.

                                  Votes                    Broker
                   Votes For     Against    Abstentions   Non-Votes
                   71,081,715   3,360,099     193,782     6,567,904

6. Shareholders approved a shareholder proposal requesting the Board to take action to change voting standards contained in the Company's charter documents to a simple majority voting standard, as set forth below.

                                  Votes                   Broker
                    Votes For    Against   Abstentions   Non-Votes
                    74,151,610   318,306     165,680     6,567,904



Item 8.01 Other Events.

Following the 2014 Annual Meeting, the Board, in accordance with its previously announced intention, appointed Peter T. Thomas as Chairman of the Board and Gregory E. Hyland as Lead Director and Chair of the Board's Governance & Nomination Committee.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No. Description

3.1 Ferro Corporation Amended and Restated Code of Regulations.


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