Harsco Corporation (NYSE:HSC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Company), on April 25, 2017, the Companys stockholders approved
Amendment No. 1 to the 2013 Equity and Incentive Compensation
Plan (Amendment No. 1), which was approved by the Companys Board
of Directors on February 16, 2017. Amendment No. 1 is an
amendment to the Companys 2013 Equity and Incentive Compensation
Plan (the 2013 Plan).
number of shares available for new awards under the 2013 Plan
from 6,800,000 shares to a total of 7,800,000 available shares;
(2) increase the number of shares that may be issued or
transferred by the Company in connection with awards other than
options or appreciation rights from 3,400,000 shares to 4,621,000
shares; and (3) increase the number of shares that may be issued
or transferred upon the exercise of incentive stock options from
6,800,000 shares to 7,800,000 shares. The outstanding awards
under the 2013 Plan continue to remain outstanding in accordance
with their terms.
entirety by reference to the full text of Amendment No. 1, which
is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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Stockholders (the Annual Meeting). At the Annual Meeting, the
Companys stockholders elected all eight of the Board of Director
nominees to serve as Directors until the 2018 Annual Meeting of
Stockholders and ratified the appointment of
PricewaterhouseCoopers LLP as independent auditors for the year
ending December 31, 2017. The Companys stockholders approved, on
an advisory basis, the compensation of the Companys named
executive officers. The Companys stockholders approved the
recommendation for an every one year frequency for future
advisory votes on named executive compensation. The Companys
stockholders also approved the Amendment No. 1 to the 2013 Equity
and Incentive Compensation Plan (the “2013 Plan”).
vote at, the Annual Meeting was March 1, 2017. At the close of
business on that date, the Company had 80,182,217 shares of
common stock issued and outstanding and entitled to be voted at
the Annual Meeting. At the Annual Meeting, 70,389,318 shares, or
approximately 87.79% of the outstanding shares of common stock,
were represented in person or by proxy. Those shares were voted
as follows:
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1.
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The following individuals were nominated in 2017 to serve
as Directors until the 2018 Annual Meeting of Stockholders. All nominees were elected. The results of the vote were as follows: |
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Name
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Votes For
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Votes Against
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Broker Non-Votes
|
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J.F. Earl
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59,841,800
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2,993,530
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7,241,061
|
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K.G. Eddy
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58,980,528
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3,806,674
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7,241,061
|
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D.C. Everitt
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57,242,896
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5,500,300
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7,241,061
|
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S.E. Graham
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61,810,654
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1,024,032
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7,241,061
|
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F.N. Grasberger
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61,778,246
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994,440
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7,241,061
|
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T.D. Growcock
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59,753,106
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2,989,837
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7,241,061
|
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E. La Roche
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59,850,405
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3,000,837
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7,241,061
|
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P.C. Widman
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59,801,740
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2,963,227
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7,241,061
|
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2.
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The appointment of PricewaterhouseCoopers LLP as
independent auditors to audit the financial statements of the Company for the fiscal year ending December 31, 2017, was ratified. The results of the vote were as follows: |
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Votes For
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Votes Against
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Abstentions
|
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68,000,713
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2,027,818
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360,787
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3.
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The Companys stockholders approved, on an advisory basis,
the compensation of the Companys named executive officers. The results of the vote were as follows: |
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
|
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59,368,289
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3,339,762
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440,206
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7,241,061
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4.
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The Companys stockholders indicated their preference, in an
advisory vote, that the advisory vote on the compensation of the Companys named executive officers be held once every calendar year. The results of the vote were as follows: |
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
|
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50,948,153
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11,740,611
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459,493
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7,241,061
|
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5.
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The Companys stockholders approved the Amendment No. 1 to
the 2013 Plan. The results of the vote were as follows: |
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
|
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55,263,179
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7,347,124
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537,954
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7,241,061
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Directors determined to implement an annual advisory vote on
named executive officer compensation until the next vote on the
frequency of such advisory votes.
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Item 9.01.
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Financial Statements and Exhibits.
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Form 8-K:
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Exhibit No.
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Description
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Compensation Plan.
About Harsco Corporation (NYSE:HSC)
Harsco Corporation is a provider of industrial services and engineered products serving global industries. The Company operates in three segments: Harsco Metals & Minerals, Harsco Industrial and Harsco Rail. Its Harsco Metals & Minerals segment is a provider of on-site, outsourced services to the metals industries across the world. Its Harsco Industrial segment includes the Harsco Industrial IKG, Harsco Industrial Air-X-Changers and Harsco Industrial Patterson-Kelley businesses. Harsco Rail segment is a provider of equipment and services for the maintenance, repair and construction of railway track. The Company’s principal lines of business include outsourced, on-site services of material logistics and resource recovery for iron, steel and metals manufacturing; air-cooled heat exchangers; industrial grating products; heat transfer products, and railway track maintenance services and equipment. Harsco Corporation (NYSE:HSC) Recent Trading Information
Harsco Corporation (NYSE:HSC) closed its last trading session down -0.10 at 12.95 with 336,120 shares trading hands.
