Cabot Microelectronics Corporation (NASDAQ:CCMP) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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Cabot Microelectronics Corporation (NASDAQ:CCMP) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03

Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On March 6, 2017, the Board of Directors of Cabot
Microelectronics Corporation (the “Company”) approved, and
adopted effective as of such date, the Amended and Restated
Bylaws of Cabot Microelectronics Corporation (the “Bylaws”),
which amend Article II, Section 3 of the Bylaws, to conform the
standard for removal of directors to the standard set forth in
the Company’s Amended and Restated Certificate of Incorporation.
The foregoing summary is qualified in its entirety by reference
to the Amended and Restated Bylaws of Cabot Microelectronics
Corporation, as amended and restated March 6, 2017, which is
attached hereto as Exhibit 3.2.
Item 5.07
Submission of Matters to a Vote of Security
Holders.
On March 7, 2017, Cabot Microelectronics Corporation (the
“Company”) held its annual meeting of stockholders (“Annual
Meeting”), at which the following proposals were approved by the
Company’s stockholders:
Proposal 1 Election of two directors, each for a term of three
years:
Both of the Board’s nominees for director were elected by the
stockholders to serve for a term of three years, by the votes set
forth in the table below:
Number of Votes
For Election
Number of Votes Withheld
Broker Non-Votes
Paul J. Reilly
21,556,855
605,374
982,776
Geoffrey Wild
21,556,547
605,682
982,776
Proposal 2 Advisory (non-binding) vote on the compensation of
named executive officers:
The stockholders approved, on an advisory (non-binding) basis,
the compensation of named executive officers, by the votes set
forth in the table below:
For
Against
Abstain
Broker Non-Votes
20,409,569
1,748,715
3,945
982,776
Proposal 3 Advisory (non-binding) vote on the frequency of the
advisory (non-binding) vote on the compensation of named
executive officers:
The stockholders approved, on an advisory (non-binding) basis,
the holding of an advisory (non-binding) vote on executive
compensation on an annual basis, by the votes set forth in the
table below:
One-Year
Frequency Vote
Two-Year
Frequency Vote
Three-Year
Frequency Vote
Abstain
Broker Non-Votes
19,392,680
8,061
2,746,741
14,747
982,776
Proposal 4 Reapprove the material terms of performance-based
awards under the Cabot Microelectronics Corporation 2012 Omnibus
Incentive Plan (OIP) for purposes of complying with Section
162(m) of the Internal Revenue Code of 1986 (IRC), as amended:
The stockholders reapproved the material terms of
performance-based awards under our OIP for purposes of complying
with Section 162(m) of the IRC, by the votes set forth in the
table below:
For
Against
Abstain
Broker Non-Votes
21,007,982
1,151,207
3,040
982,776
Proposal 5 Ratification of the selection of
PricewaterhouseCoopers LLP as the Company’s independent auditors
for fiscal year 2017:
The selection of PricewaterhouseCoopers LLP as the Company’s
independent auditors for fiscal year 2017 was ratified by the
stockholders, by the votes set forth in the table below:
For
Against
Abstain
22,234,687
909,658
Item 7.01 Regulation FD Disclosure.
At the Annual Meeting, the Company provided updated information
regarding certain aspects of its business for fiscal year 2017.
This additional information is included in the script of the
Annual Meeting, which is available in the “Events and
Presentations” area of the “Investor Relations” section of the
Company’s website, www.cabotcmp.com.
This information is being furnished to Item 7.01 of Form 8-K and
shall not be deemed “filed” for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended (the “Exchange
Act”), or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a
filing.
Item 8.01 Other Events.
On March 7, 2017, Cabot Microelectronics Corporation (the
“Company”) issued a press release entitled “Cabot
Microelectronics Corporation Increases Quarterly Cash Dividend”
announcing that its Board of Directors has declared a quarterly
cash dividend of $0.20 per share on the Company’s common stock,
which represents an increase from $0.18 per share paid since the
initiation of its quarterly cash dividend program in January
2016. The record date for the quarterly cash dividend will be the
close of business on March 23, 2017, and the payable date for the
quarterly cash dividend will be on or about April 28, 2017. The
declaration and payment of future dividends is subject to the
discretion and determination of the Company’s Board of Directors
and management, based on a variety of factors, and the program
may be suspended, terminated or modified at any time for any
reason.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
3.2 Amended and Restated Bylaws of Cabot Microelectronics
Corporation, as amended and restated March 6, 2017.
99.1 Press release, dated March 7, 2017, entitled “Cabot
Microelectronics Corporation Increases Quarterly Cash
Dividend.”


About Cabot Microelectronics Corporation (NASDAQ:CCMP)

Cabot Microelectronics Corporation supplies polishing slurries and pads used in the manufacture of integrated circuit (IC) devices within the semiconductor industry, in a process called chemical mechanical planarization (CMP). The Company is engaged in the development, manufacture and sale of CMP consumables. The Company develops, produces and sells CMP slurries for polishing conducting and insulating materials used in IC devices, and also for polishing the disk substrates and magnetic heads used in hard disk drives. It also develops, manufactures and sells CMP polishing pads, which are used in conjunction with slurries in the CMP process. The Company also pursues other surface modification applications through its engineered surface finishes (ESF) business. The Company offers CMP polishing pads, under the Epic and NexPlanar brand names, for a range of applications and technology nodes.

Cabot Microelectronics Corporation (NASDAQ:CCMP) Recent Trading Information

Cabot Microelectronics Corporation (NASDAQ:CCMP) closed its last trading session up +0.52 at 69.85 with 99,478 shares trading hands.