SENSIENT TECHNOLOGIES CORPORATION (NYSE:SXT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SENSIENT TECHNOLOGIES CORPORATION (NYSE:SXT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
At the 2017 Annual Meeting of Shareholders of Sensient
Technologies Corporation (the Company) on April 27, 2017,
shareholders approved the Companys 2017 Stock Plan (the 2017
Stock Plan).
The purpose of the 2017 Stock Plan is to advance the interests of
the Company by encouraging and providing the Companys officers
and key employees with the opportunity to acquire an equity
interest in the Company, by enabling the Company to attract and
retain the services of officers and key employees who have the
potential to contribute to the Companys success and by further
aligning the interests of the Company, its officers, and key
employees with the Companys shareholders. The total number of
shares of the Companys common stock reserved and available for
issuance under the 2017 Stock Plan is 1,800,000, plus any future
cancellations of shares issued under the 2017 Stock Plan. The
2017 Stock Plan includes provisions by which the Company may
grant restricted stock, restricted stock units, stock options,
and stock appreciation rights (SARs), as described in the
Companys Definitive Proxy Statement for its 2017 Annual Meeting
of Shareholders, which was filed with the Securities and Exchange
Commission on March 10, 2017 (the 2017 Proxy Statement).
The full text of the 2017 Stock Plan was filed as Appendix B to
the 2017 Proxy Statement and is incorporated herein by reference.
ITEM 5.05
AMENDMENT TO THE REGISTRANTS CODE OF ETHICS, OR WAIVER OF
A PROVISION OF THE CODE OF ETHICS
On April 27, 2017, the Board of Directors of the Company approved
an amendment in the Legal and Compliance section of the Companys
Code of Conduct, effective immediately, related to compliance
with the requirements of the U.K. Modern Slavery Act of 2015.
The foregoing summary of the amendment to the Companys Code of
Conduct is subject to and qualified in its entirety by reference
to the full text of the Companys Code of Conduct, as amended. The
Companys Code of Conduct, as amended, was promptly posted on the
Companys website, www.sensient.com.
ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Companys 2017 Annual Meeting of Shareholders, held on
April 27, 2017, the following actions were taken:
The following Directors were each elected for a one-year term of
office:
Nominee
Votes
For
Votes
Against
Abstain
Broker
Non-Votes
Hank Brown
37,677,235
1,045,019
927,981
1,723,521
Dr. Joseph Carleone
38,908,553
589,595
152,087
1,723,521
Edward H. Cichurski
38,889,018
497,422
263,795
1,723,521
Dr. Fergus M. Clydesdale
37,684,878
1,038,180
927,178
1,723,521
Dr. Mario Ferruzzi
39,029,951
468,858
151,426
1,723,521
Dr. Donald W. Landry
39,002,921
385,036
262,279
1,723,521
Paul Manning
38,309,139
1,187,827
153,269
1,723,521
Deborah McKeithan-Gebhardt
39,051,358
449,581
149,297
1,723,521
Scott Morrison
39,021,062
365,616
263,557
1,723,521
Dr. Elaine R. Wedral
38,969,792
531,417
149,027
1,723,521
Essie Whitelaw
38,065,551
666,311
918,374
1,723,521
The compensation of the Companys named executive officers was
approved by shareholders in an advisory vote, with 38,680,832
shares voted for, 713,354 shares voted against, 256,050 shares
abstaining, and 1,723,521 broker non-votes.
In an advisory vote as to the frequency of the advisory vote on
the compensation of our named executive officers, 33,206,129
shares voted to recommend that the compensation votes be held
every one year, 341,726 shares voted to recommend that the
compensation votes be held every two years, 5,971,062 shares
voted to recommend that the compensation votes be held every
three years, 131,319 shares voted to abstain, and there were
1,723,521 broker non-votes.
In the related proxy statement, we said that the Board would
consider the outcome of this shareholder vote when making its
determination regarding how frequently the advisory vote
regarding executive compensation will be held in the future.
Sensients Board has decided in light of this vote that the
Company will include a shareholder vote on the compensation of
executives in its proxy materials at each annual meeting until
the next required vote regarding the frequency of shareholder
votes on the compensation of executives. Shareholder advisory
votes on the frequency of shareholder votes regarding the
compensation of executive officers are required to be held at
least every six years.
The 2017 Stock Plan was approved, with 38,450,912 shares voted
for, 1,112,443 shares voted against, 86,881 shares abstaining,
and 1,723,521 broker non-votes.
The shareholders also approved a proposal by the Board of
Directors to ratify the appointment of Ernst Young LLP as the
Companys independent auditors to conduct the annual audit of the
consolidated financial statements of the Company and its
subsidiaries for the year ending December 31, 2017. The
shareholders cast 40,104,359 votes in favor of this proposal,
1,056,232 votes against, and there were 213,166 shares
abstaining.


About SENSIENT TECHNOLOGIES CORPORATION (NYSE:SXT)

Sensient Technologies Corporation is a manufacturer and marketer of colors, flavors and fragrances. The Company uses technologies at facilities around the world to develop specialty food and beverage systems, cosmetic and pharmaceutical systems, specialty inks and colors, and other specialty and fine chemicals. The Company’s segments are the Flavors & Fragrances Group and the Color Group, which are managed on a product-and-services basis, and the Asia Pacific Group, which is managed on a geographic basis. The Company’s customers include international manufacturers. The Company’s products include flavors, flavor enhancers and bionutrients; fragrances, aroma chemicals and essential oils; natural ingredients, including dehydrated vegetables and other food ingredients; natural and synthetic food and beverage colors; cosmetic colors and ingredients and pharmaceutical excipients and ingredients, and technical colors, specialty inks and colors, and specialty dyes and pigments.

SENSIENT TECHNOLOGIES CORPORATION (NYSE:SXT) Recent Trading Information

SENSIENT TECHNOLOGIES CORPORATION (NYSE:SXT) closed its last trading session down -0.24 at 81.56 with 166,046 shares trading hands.

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