Versum Materials, Inc. (NYSE:VSM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 30, 2018, Versum Materials, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved the Amended and Restated Long-Term Incentive Plan (the “Amended LTIP”). The Amended LTIP increases the number of shares of common stock, par value $1.00 per share, of the Company with respect to which awards may be granted under the plan by 1,500,000. The Company’s stockholders also approved the material terms of the performance goals set forth in the Amended LTIP. The material features of the Amended LTIP are described in the section entitled “Proposal 4 – Approval of Amended and Restated Long-Term Incentive Plan” on pages 14-25 of the Company’s Definitive Proxy Statement on Schedule 14A filed on December 21, 2017 in connection with the Annual Meeting (the “Proxy Statement”), and amended by the Second Supplement to Proxy Statement filed on January 17, 2018, which pages, as amended, are incorporated herein by reference. The description of the Amended LTIP is qualified in its entirety by reference to the actual terms of the plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

At the Annual Meeting, the Company’s stockholders also approved the Amended and Restated Short-Term Incentive Plan (the “Amended STIP”). The Amended STIP reflects certain changes in order to conform the Amended STIP provisions to the comparable provisions of the Amended LTIP described above, including (i) changes to the performance criteria on which performance goals may be based and the adjustments to such performance criteria for such awards, (ii) an increase in the maximum permitted individual bonus in respect of any one fiscal year from $4,000,000 to $5,000,000 and (iii) certain other clarifying changes. The Company’s stockholders also approved the material terms of the performance goals set forth in the Amended STIP. The material terms of the Amended STIP are described in the section entitled “Proposal 5 – Approval of Amended and Restated Short-Term Incentive Plan” on pages 26-29 of the Proxy Statement, which pages are incorporated herein by reference. The description of the Amended STIP is qualified in its entirety by reference to the actual terms of the plan, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Item 9.01 Submission of Matters to a Vote of Security Holders.

The Company held the Annual Meeting on January 30, 2018. There were present at the meeting, either in person or by proxy, holders of 100,566,468 shares of common stock which is 92.32% of the shares of stock entitled to vote at the meeting and which constituted a quorum. The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting were as follows.

Proposal One – Election of directors for a one-year term ending in 2019:

Proposal Two – Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2018:

Proposal Three – Approve, by non-binding advisory vote, the compensation paid to the Company’s Named Executive Officers (say-on-pay):

Proposal Four – Approve the Company’s Amended and Restated Long-Term Incentive Plan:

Proposal Five – Approve the Company’s Amended and Restated Short-Term Incentive Plan:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Versum Materials, Inc. Exhibit
EX-10.1 2 exhibit101.htm EXHIBIT 10.1 Exhibit VERSUM MATERIALS,…
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About Versum Materials, Inc. (NYSE:VSM)

Versum Materials, Inc. provides solutions to the semiconductor industry through chemical synthesis, analytical technology, process engineering and surface science. The Company’s segments include Materials, and Delivery Systems and Services (DS&S). The Company is a supplier of materials, including specialty process gas, cleaners and etchants, slurries, organosilanes and organometallics deposition films, and equipment, which it provides to the semiconductor and display industries. The Materials segment provides specialty materials focusing on the integrated circuit (IC) and flat-panel display markets. The Materials segment operates in two business units: advanced materials and process materials. The Company’s DS&S Segment designs, manufactures, installs, operates, and maintains chemical and gas delivery and distribution systems enabling the use of specialty gases and chemicals delivered directly to its customers’ manufacturing tools.