At the Annual Meeting of Stockholders of ACCO Brands Corporation (the “Company”) on May 21, 2019 (the “2019 Annual Meeting”), the Company’s stockholders approved the 2019 ACCO Brands Corporation Incentive Plan (the “Plan”). The description of the Plan contained under the caption “Proposal to Approve the 2019 ACCO Brands Corporation Incentive Plan” in the Company’s definitive proxy statement for the 2019 Annual Meeting filed with the Securities and Exchange Commission on April 4, 2019 is incorporated herein by reference. Such description is qualified in its entirety by reference to the Plan, a copy of which is incorporated by reference as Exhibit 10.1 to this report.

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

On May 21, 2019, the Company filed an amendment (the “Charter>Amendment”) to its Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State that affirmed the Company’s majority voting standard for uncontested director elections by eliminating language in Article VII of the Restated Certificate of Incorporation that provided for the election of directors by plurality vote thereby affirming the Company\’s majority voting standard for uncontested director elections. The Charter Amendment was approved by the Company’s stockholders at the 2019 Annual Meeting. A copy of the Charter Amendment is filed as Exhibit 3.1 to this report, and is incorporated by reference herein.>

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

At the 2019 Annual Meeting, the Company\’s stockholders (i) elected the ten director nominees listed below to serve as directors for a term of one year expiring at the 2020 annual meeting of stockholders or until their successors are duly elected and qualified; (ii) ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2019; (iii) approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers; (iv) approved the Charter Amendment ; and (v) approved the 2019 ACCO Brands Corporation Incentive Plan. Set forth below are the voting results for these proposals:

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

EXHIBIT INDEX

ACCO BRANDS Corp Exhibit
EX-3.1 2 exhibit31.htm EXHIBIT 3.1 Exhibit Exhibit 3.1CERTIFICATE OF AMENDMENTOF THERESTATED CERTIFICATE OF INCORPORATIONOFACCO BRANDS CORPORATIONACCO Brands Corporation,…
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About ACCO BRANDS CORPORATION (NYSE:ACCO)

ACCO Brands Corporation is a manufacturer and marketer of office, school and calendar products, and also computer and electronic accessories. It sells its products to consumers and commercial end users through resellers, including traditional office supply resellers, wholesalers and retailers, including online retailers. It operates through three segments: ACCO Brands North America, ACCO Brands International and Computer Products Group. ACCO Brands North America and ACCO Brands International manufacture, source and sell traditional office products, school supplies and calendar products. ACCO Brands North America includes the United States and Canada, and ACCO Brands International includes the rest of the world, primarily Northern Europe, Brazil, Australia and Mexico. Its Computer Products Group designs, sources, distributes, markets and sells accessories for laptop and desktop computers and tablets. These accessories include security products, input devices and ergonomic aids.