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CORE > SEC Filings for CORE > Form 8-K on 21-May-2014All Recent SEC Filings

Show all filings for CORE-MARK HOLDING COMPANY, INC.



Submission of Matters to a Vote of Security Holders, Other Events

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

On May 20, 2014, Core-Mark Holding Company, Inc. (the "Company") held its 2014 Annual Meeting of Stockholders. Of the 11,524,202 shares of common stock outstanding and entitled to vote, 10,713,576 shares, or 93.0%, were represented at the meeting. During the meeting, the stockholders voted on the following matters:

Proposal 1 - Election of Directors
•Duly elected the following eight individuals to the Board of Directors to serve
as directors until the 2015 Annual Meeting of Stockholders or until their
successors have been duly elected and qualified:
                        Votes For    Votes Against    Abstain    Broker Non-Votes (1)
Robert A. Allen        10,157,040           48,162      2,024                 506,350
Stuart W. Booth        10,185,233           20,005      1,988                 506,350
Gary F. Colter         10,142,952           61,103      3,171                 506,350
Robert G. Gross        10,174,098           31,190      1,938                 506,350
Thomas B. Perkins      10,184,639           20,649      1,938                 506,350
Harvey L. Tepner       10,176,204           27,901      3,121                 506,350
Randolph I. Thornton   10,177,748           27,540      1,938                 506,350
J. Michael Walsh       10,183,055           21,050      3,121                 506,350

Proposal 2 - Advisory Resolution to Approve Executive Compensation
•Duly approved, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in our Proxy Statement as filed with the Securities and Exchange Commission on April 8, 2014.

                                     Votes For     Votes Against     Abstain         (1)
Advisory approval of executive
compensation                        9,750,260           436,842       20,124        506,350

Proposal 3 -To Approve Amendment to 2010 Long-Term Incentive Plan and
Re-approval of Performance Measures
•Duly approved, the increase in number of shares available under the 2010
Long-Term Incentive Plan ("2010 LTIP") by 450,000 shares and the re-approval of
performance measures that may apply to awards granted under our 2010 LTIP.
                                     Votes For     Votes Against     Abstain         (1)
Advisory approval of executive
compensation                        9,548,768           651,530        6,928        506,350

Proposal 4 - Ratification of Selection of Independent Registered Public Accounting Firm
•Duly ratified Deloitte & Touche LLP to serve as the Company's Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2014.

Votes For Votes Against Abstain Broker Non-Votes (1)
Deloitte & Touche LLP 10,576,899 133,566 3,111 -

(1) A non-vote occurs when brokers or nominees have voted on some of the matters to be acted on at a meeting, but do not vote on certain other matters because, under the rules of the New York Stock Exchange (which govern brokers even if they hold NASDAQ securities), they are not allowed to vote on those other matters without instructions from the beneficial owner of the shares. Broker non-votes are counted when determining whether the necessary quorum of shareholders is present or represented at each annual meeting, but have no effect on the outcome of the vote for the election of directors.

Item 8.01. Other Events.

On May 21, 2014, the Company issued a press release announcing that its Board of Directors has approved a two-for-one stock split of the Company's outstanding common stock to be effected through a stock dividend. The additional shares will be distributed on June 26, 2014 to shareholders of record at the close of business on June 9, 2014. Trading is expected to begin at the split-adjusted price on June 27, 2014. As a result of the stock split, the total number of shares of Core-Mark common stock outstanding will increase from approximately 11.5 million to 23.0 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following is filed as an exhibit to this report:

Number Description
99.1 Press Release of Core-Mark Holding Company, Inc. dated May 21, 2014.

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