KEMET Corporation (NYSE:KEM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On August 2, 2017, the stockholders of KEMET Corporation (the “Company”) approved the KEMET Corporation Omnibus Incentive Plan (the “Omnibus Incentive Plan”) at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”). The Omnibus Incentive Plan had previously been unanimously approved and adopted by the Company’s Board of Directors, subject to stockholder approval. The Omnibus Incentive Plan amends and restates the 2014 Amendment and Restatement of the 2011 Kemet Corporation Omnibus Equity Incentive Plan (the “Prior Plan”), in the following key respects:
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The Omnibus Incentive Plan increases the number of shares authorized for issuance under the Prior Plan by 4,800,000 shares; |
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The Omnibus Incentive Plan has a minimum vesting period of one year from the date of grant for all awards except with respect to a 10% carve-out from the minimum performance period and minimum vesting period requirements for certain types of awards; |
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Except with respect to options or stock appreciation rights, any shares delivered by participants or withheld by the Company in satisfaction of applicable tax withholding obligations are available for reissuance under the Omnibus Incentive Plan; |
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In addition to including the existing limitations concerning awards made to directors, the Omnibus Incentive Plan limits directors from earning more than $300,000 in any fiscal year of the Company with respect to awards under the Omnibus Incentive Plan whose value is denominated in cash; and |
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Dividends or dividend equivalents are subject to any performance or other vesting conditions on the underlying award under the Amended Plan. |
The foregoing summary of the amendments to the Prior Plan contained in the Omnibus Incentive Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Omnibus Incentive Plan, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
ITEM 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 2, 2017, the Company held its Annual Meeting. At the Annual Meeting, five proposals were voted upon by the Company’s stockholders. The proposals are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 19, 2017. The following are the voting results for each matter submitted to the Company’s stockholders at the Annual Meeting.
The stockholders of the Company elected each of the director nominees proposed by the Company’s Board of Directors to serve three-year terms to expire in 2020 with the following vote:
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For |
Against |
Abstentions |
Broker Non-Votes |
|
|
Frank G. Brandenberg |
25,265,191 |
127,148 |
39,754 |
13,025,104 |
|
Joseph V. Borruso |
25,187,906 |
101,764 |
142,423 |
13,025,104 |
|
E. Erwin Maddrey, II |
25,147,672 |
144,675 |
139,746 |
13,025,104 |
|
2. |
Ratification of the Appointment of Ernst & Young LLP |
The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2018 with the following vote:
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For |
Against |
Abstentions |
Broker Non-Votes |
|
38,189,934 |
146,537 |
120,726 |
|
3. |
Approval of the KEMET Corporation Omnibus Incentive Plan |
The stockholders of the Company approved the KEMET Corporation Omnibus Incentive Plan with the following vote:
|
For |
Against |
Abstentions |
Broker Non-Votes |
|
20,688,568 |
4,610,822 |
132,703 |
13,025,104 |
|
4. |
Advisory Approval of Compensation Paid to Named Executive Officers |
The stockholders of the Company approved, on an advisory basis, the compensation paid to the Company’s named executive officers with the following vote:
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For |
Against |
Abstentions |
Broker Non-Votes |
|
24,795,314 |
514,960 |
121,819 |
13,025,104 |
|
5. |
Advisory Vote on the Frequency of the Advisory Approval of the Compensation Paid to Named Executive Officers |
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1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes |
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20,239,738 |
124,362 |
5,003,439 |
64,554 |
13,025,104 |
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits
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Exhibit No. |
Description |
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10.1 |
KEMET Corporation Omnibus Incentive Plan |
KEMET CORP ExhibitEX-10.1 2 fy2018_q1x8kxex101kemetomn.htm EXHIBIT 10.1 Exhibit Exhibit 10.1KEMET CORPORATION OMNIBUS INCENTIVE PLANKEMET Corporation (the “Company”),…To view the full exhibit click here
About KEMET Corporation (NYSE:KEM)
KEMET Corporation (KEMET) is a manufacturer of passive electronic components. The Company operates in two segments: Solid Capacitors, and Film and Electrolytic. The Solid Capacitors segment primarily produces tantalum, aluminum, polymer and ceramic capacitors. Solid Capacitors also produces tantalum powder used in the production of tantalum capacitors. The Film and Electrolytic Business Group produces film, paper and wet aluminum electrolytic capacitors. It also designs and produces EMI Filters. The Company’s product offerings include surface mount, which are attached directly to the circuit board; leaded capacitors, which are attached to the circuit board using lead wires, and chassis-mount and other pin-through-hole board-mount capacitors, which utilize attachment methods, such as screw terminal and snap-in. The Company sells its products to a range of original equipment manufacturers (OEMs) and electronics manufacturing services (EMS) providers.
