Advanced Drainage Systems, Inc. (NYSE:WMS) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
Submission of Matters to a Vote of Security Holders.
Advanced Drainage Systems, Inc. (NYSE:WMS) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
Submission of Matters to a Vote of Security Holders.
The 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Advanced Drainage Systems, Inc. (the “Company”) was held via webcast on July 17, 2017, at 10:00 a.m. Eastern Time. Stockholders considered five proposals at the meeting, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (“SEC”) on June 6, 2017, as thereby supplemented by a Proxy Statement Supplement which was filed with the SEC on June 30, 2017 (as supplemented, the “Proxy Statement”). The final voting results are reported below.
Proposal One: Election of three directors, including Joseph A. Chlapaty, Tanya Fratto andCarl A. Nelson Jr. to serve for a three-year term until the 2020 annual meeting of stockholders.
The Company’s stockholders elected each of the three nominees for director, and the voting results are set forth below:
Name |
For |
Against |
Abstentions |
Broker Non-Votes |
Joseph A. Chlapaty |
64,358,961 |
7,803,865 |
271,321 |
2,773,561 |
Tanya Fratto |
62,131,818 |
9,588,607 |
713,722 |
2,773,561 |
Carl A. Nelson Jr. |
63,783,593 |
7,841,448 |
809,106 |
2,773,561 |
Proposal Two: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2018.
The Company’s stockholders ratified the selection of Deloitte & Touche LLP, and the voting results are set forth below:
For |
Against |
Abstentions |
BrokerNon-Votes |
54,517,569 |
19,535,666 |
1,154,473 |
Proposal Three: Advisory vote to approve the compensation of the Company’s executive officers as disclosed in the Company’s Proxy Statement.
The Company’s stockholders gave advisory approval of the compensation of the Company’s executive officers as disclosed in the Proxy Statement, and the voting results are set forth below:
For |
Against |
Abstentions |
BrokerNon-Votes |
67,553,296 |
4,374,533 |
506,318 |
2,773,561 |
Proposal Four: Vote to approve the Advanced Drainage Systems, Inc. 2017 Omnibus Incentive Plan.
The Company’s stockholders voted to approve the Advanced Drainage Systems, Inc. 2017 Omnibus Incentive Plan, and the voting results are set forth below:
For |
Against |
Abstentions |
BrokerNon-Votes |
70,217,181 |
1,638,241 |
578,725 |
2,773,561 |
Proposal Five: Vote to approve the material terms of the performance measures under the Advanced Drainage Systems, Inc. 2017 Omnibus Incentive Plan for the purposes of the Internal Revenue Code Section 162(m).
The Company’s stockholders voted to approve the material terms of the performance measures under the Advanced Drainage Systems, Inc. 2017 Omnibus Incentive Plan, and the voting results are set forth below:
For |
Against |
Abstentions |
BrokerNon-Votes |
70,783,525 |
1,216,306 |
434,316 |
2,773,561 |
About Advanced Drainage Systems, Inc. (NYSE:WMS)
Advanced Drainage Systems, Inc. is engaged in designing, manufacturing and marketing of thermoplastic corrugated pipe and related water management products, primarily in North and South America, and Europe. The Company operates through two segments: Domestic and International. The Domestic segment manufactures and markets products throughout the United States. The International segment manufactures and markets products in certain regions outside of the United States, with a focus on its owned facilities in Canada and through its joint ventures with local partners in Mexico, Central America and South America. Its product line includes corrugated high density polyethylene (HDPE) pipe, polypropylene (PP) pipe and related water management products. Its products are used across a range of end markets and applications, including non-residential, residential, agriculture and infrastructure applications.