OMNOVA SOLUTIONS INC. (NYSE:OMN) Files An 8-K Submission of Matters to a Vote of Security Holders

OMNOVA SOLUTIONS INC. (NYSE:OMN) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item 5.07

Submission of Matters to a Vote of Security Holders
On March 22, 2017, OMNOVA Solutions Inc. (the Company) held its
2017 Annual Meeting of Shareholders (the “Annual Meeting”).
At the Annual Meeting, the Company’s shareholders elected all four
of the Company’s nominees for terms to expire at the Company’s
2020 annual meeting of shareholders, ratified the appointment of
Ernst Young LLP as the Companys independent auditor for fiscal year
2017, approved on an advisory basis the Companys compensation
program for its named executive officers, and recommended that the
advisory vote concerning the compensation program for the
Company’s named executive officers be held every year. The
shareholders also approved the material terms of the Company’s
Annual Incentive Plan and Long-Term Incentive Plan for purposes of
Section 162(m) of the Internal Revenue Code, and approved the
OMNOVA Solutions Inc. 2017 Equity Incentive Plan.
The final voting results from the Annual Meeting are as follows:
Proposal 1 – Election of directors
Nominee
For
Against
Abstain
Broker Non-Votes
Joseph M. Gingo
34,817,930
522,753
29,674
4,009,820
Michael J. Merriman
34,667,605
671,399
31,353
4,009,820
James A. Mitarotonda
34,579,651
758,362
32,344
4,009,820
William R. Seelbach
34,869,212
473,165
27,980
4,009,820
Proposal 2 – Ratification of the appointment of Ernst Young as
the Companys independent auditors for fiscal year 2017
For
Against
Abstain
Broker Non-Votes
37,998,249
1,365,382
16,546
Proposal 3 – Advisory approval of the compensation program for
the Companys named executive officers
For
Against
Abstain
Broker Non-Votes
30,151,460
4,052,534
1,166,363
4,009,820
Proposal 4 – Recommendation of the frequency of the advisory vote
concerning the compensation program for the Company’s named
executive officers
Every Year
Every Two Years
Every Three Years
Abstain
Broker Non-Votes
29,712,793
65,297
5,497,080
95,187
4,009,820
Proposal 5 – Approval of the material terms of the OMNOVA
Solutions Inc. Annual Incentive Plan
For
Against
Abstain
Broker Non-Votes
33,318,699
989,543
1,062,115
4,009,820
Proposal 6 – Approval of the material terms of the OMNOVA
Solutions Inc. Long-Term Incentive Plan
For
Against
Abstain
Broker Non-Votes
33,310,679
998,862
1,060,816
4,009,820
Proposal 7 – Approval of the OMNOVA Solutions Inc. 2017 Equity
Incentive Plan
For
Against
Abstain
Broker Non-Votes
28,930,114
5,243,763
1,196,480
4,009,820
At its meeting held on March 22, 2017, the Company’s Board of
Directors considered the recommendation of the Company’s
shareholders that the Company hold an annual advisory vote
concerning the compensation program for the Company’s named
executive officers. After consideration of this recommendation and
other relevant factors, the Company’s Board of Directors
determined that the Company will hold this advisory vote every
year. Accordingly, the Company’s shareholders will next have the
opportunity to cast an advisory vote on the compensation program
for the Company’s named executive officers at the Company’s 2018
Annual Meeting of Shareholders. The Company’s shareholders will
again have the opportunity to recommend the frequency of the
advisory vote on the compensation program for the Company’s named
executive officers at the Company’s 2023 Annual Meeting of
Shareholders.


About OMNOVA SOLUTIONS INC. (NYSE:OMN)

OMNOVA Solutions Inc. (OMNOVA) is a provider of emulsion polymers, specialty chemicals and engineered surfaces for commercial, industrial and residential end uses. The Company operates in two segments: Performance Chemicals and Engineered Surfaces. OMNOVA Performance Chemicals segment produces a range of emulsion polymers and specialty chemicals based primarily on styrene butadiene (SB), styrene butadiene acrylonitrile (SBA), styrene butadiene vinyl pyridine, nitrile butadiene (NBR), polyvinyl acetate, acrylic, styrene acrylic, vinyl acrylic, glyoxal, fluorochemical and bio-based chemistries. The Company’s Engineered Surfaces segment develops, designs, produces and markets a line of functional and decorative surfacing products, including coated fabrics, vinyl, paper and specialty laminates, and performance films. It operates production facilities in the United States, Europe, China and India.

OMNOVA SOLUTIONS INC. (NYSE:OMN) Recent Trading Information

OMNOVA SOLUTIONS INC. (NYSE:OMN) closed its last trading session down -0.07 at 9.07 with 122,714 shares trading hands.

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