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ATR > SEC Filings for ATR > Form 8-K on 12-May-2014All Recent SEC Filings

Show all filings for APTARGROUP INC

Form 8-K for APTARGROUP INC


12-May-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of Secu


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Stockholders held on May 7, 2014 (the "2014 Annual Meeting"), the stockholders of AptarGroup, Inc. (the "Company") approved the Company's 2014 Stock Awards Plan, which had been previously approved by the Board of Directors, subject to stockholder approval.

The following paragraphs provide a summary of certain terms of the 2014 Stock Awards Plan. The summary is qualified in its entirety by the full text of the 2014 Stock Awards Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The 2014 Stock Awards Plan was also described in Proposal 3 of the Company's proxy statement for the 2014 Annual Meeting.

The 2014 Stock Awards Plan provides for grants of stock options, stock appreciation rights ("SARs"), restricted stock and restricted stock units to employees of the Company, its subsidiaries and other affiliated entities in which the Company has a direct or indirect equity interest. The purpose of the plan is to promote the long-term financial interests of the Company and its affiliates by (i) attracting and retaining personnel, (ii) motivating personnel by means of growth-related incentives, (iii) providing competitive incentive compensation opportunities, and (iv) further aligning the interests of participants with those of our stockholders. The 2014 Stock Awards Plan will be administered by the Compensation Committee.

The 2014 Stock Awards Plan will make 3,200,000 shares of common stock available for grants of stock options, SARs, restricted stock and restricted stock units. Under the 2014 Stock Awards Plan, (i) any shares of common stock that are subject to awards of stock options or SARs will be counted against this limit as one share of common stock for every one share of common stock granted (with the full number of shares of common stock subject to an SAR being counted rather than only the net shares granted), and (ii) any shares of common stock that are subject to awards other than stock options or SARs will be counted against this limit as 3.73 shares of common stock for every one share of common stock granted.

The Compensation Committee may amend the 2014 Stock Awards Plan as it shall deem advisable, subject to any requirement of stockholder approval required by applicable law, rule or regulation, including Section 162(m) of the Internal Revenue Code. No amendment may impair the rights of the holder of any outstanding award without his or her consent.



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

Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Company's 2014 Annual Meeting held on May 7, 2014.

Each of the four directors nominated for election was elected to serve until the Company's 2017 Annual Meeting of Stockholders or until his or her successor has been elected and qualified. The voting results were as follows:


Nominee               Votes For    Votes Withheld   Broker Non-Votes

George L. Fotiades    55,600,072          490,267          3,880,573
King W. Harris        55,281,980          808,359          3,880,573
Peter H. Pfeiffer     52,476,086        3,614,253          3,880,573
Dr. Joanne C. Smith   55,305,537          784,802          3,880,573

Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers. The voting results were as follows:

For Against Abstain Broker Non-Votes

49,430,155 6,577,969 82,215 3,880,573

Stockholders approved the AptarGroup, Inc. 2014 Stock Awards Plan. The voting results were as follows:

For Against Abstain Broker Non-Votes

42,946,834 13,089,161 54,344 3,880,573

Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. The voting results were as follows:

For Against Abstain Broker Non-Votes

59,542,144 360,355 68,413 0



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 AptarGroup, Inc. 2014 Stock Awards Plan.


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