STEELCASE INC. (NYSE:SCS) Files An 8-K Entry into a Material Definitive AgreementItem 5.07. Entry into a Material Definitive Agreement.
Steelcase Inc. (the “Company”) is a party to the Second Amended and Restated Credit Agreement, dated as of September 23, 2016 among the Company and JPMorgan Chase Bank, N.A., as Administrative Agent; Bank of America, N.A., and Wells Fargo Bank, National Association as Co-Syndication Agents; HSBC Bank USA, National Association as Documentation Agent; and certain other lenders (the “Credit Agreement”), to which the Company has a $125 million committed unsecured revolving syndicated credit facility. On July 12, 2018, the Company and the other parties to the Credit Agreement entered into Amendment No. 1 to the Credit Agreement which increased the aggregate unsecured revolving loan commitment under the Credit Agreement to $200 million. The Company retains the option, subject to certain conditions, to further increase the aggregate commitment under the facility by up to $75 million, by obtaining at least one commitment from one of more lenders.
Fifth Third Bank, a wholly owned subsidiary of Fifth Third Bancorp, has committed $16 million under the Credit Agreement, as amended. Fifth Third Bancorp or its subsidiaries hold more than 5% of the Company’s Class A and Class B common stock as fiduciary, agent or custodian for individual or institutional customers.
The foregoing description is qualified in its entirety by reference to Amendment No. 1 to the Credit Agreement, a copy of which is filed with this Current Report as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on July 11, 2018.At that meeting, shareholders voted on three proposals presented in the Company's Proxy Statement dated May 30, 2018 relating to the annual meeting.The results of the votes are as follows.
|
Proposal 1:Election of twelve nominees to the Board of Directors |
|
For |
Against |
Abstentions |
|||||
|
Nominee |
Votes |
% of Total Votes |
Votes |
% of Total Votes |
Votes |
% of Total Votes |
Broker Non-Votes |
|
Lawrence J. Blanford |
314,584,632 |
91.8% |
26,001,177 |
7.6% |
1,914,367 |
0.6% |
8,243,106 |
|
Timothy C.E. Brown |
324,489,699 |
94.7% |
16,098,168 |
4.7% |
1,912,309 |
0.6% |
8,243,106 |
|
Connie K. Duckworth |
335,866,082 |
98.1% |
4,722,148 |
1.4% |
1,911,946 |
0.6% |
8,243,106 |
|
David W. Joos |
335,071,944 |
97.8% |
5,515,305 |
1.6% |
1,912,927 |
0.6% |
8,243,106 |
|
James P. Keane |
336,982,472 |
98.4% |
3,607,062 |
1.1% |
1,910,642 |
0.6% |
8,243,106 |
|
Todd P. Kelsey |
336,515,440 |
98.3% |
4,070,108 |
1.2% |
1,914,628 |
0.6% |
8,243,106 |
|
Jennifer C. Niemann |
339,081,006 |
99.0% |
1,511,433 |
0.4% |
1,907,737 |
0.6% |
8,243,106 |
|
Robert C. Pew III |
336,915,058 |
98.4% |
3,676,692 |
1.1% |
1,908,426 |
0.6% |
8,243,106 |
|
Cathy D. Ross |
336,825,034 |
98.3% |
3,764,196 |
1.1% |
1,910,946 |
0.6% |
8,243,106 |
|
Peter M. Wege II |
335,068,535 |
97.8% |
5,518,807 |
1.6% |
1,912,834 |
0.6% |
8,243,106 |
|
P. Craig Welch, Jr. |
336,975,122 |
98.4% |
3,613,445 |
1.1% |
1,911,609 |
0.6% |
8,243,106 |
|
Kate P. Wolters |
335,103,079 |
97.8% |
5,489,010 |
1.6% |
1,908,087 |
0.6% |
8,243,106 |
|
Proposal 2:Advisory vote to approve named executive officer compensation |
|
For |
Against |
Abstentions |
||||
|
Votes |
% of Total Votes |
Votes |
% of Total Votes |
Votes |
% of Total Votes |
Broker Non-Votes |
|
312,337,530 |
98.1% |
3,782,508 |
1.2% |
2,180,128 |
0.7% |
8,243,106 |
|
Proposal 3:Ratification of independent registered public accounting firm |
|
For |
Against |
Abstentions |
|||
|
Votes |
% of Total Votes |
Votes |
% of Total Votes |
Votes |
% of Total Votes |
|
322,150,071 |
98.7% |
2,096,659 |
0.6% |
2,296,542 |
0.7% |
Item 5.07. Other Events.
On July 12, 2018, the Company completed the acquisition of all of the outstanding capital stock of Smith System Manufacturing Company.
Item 5.07. Financial Statements and Exhibits.
d)EXHIBITS.
|
Exhibit No. |
Description |
|
10.1 |
Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of September 23, 2016 among the Company and JPMorgan Chase Bank, N.A., as Administrative Agent; Bank of America, N.A., and Wells Fargo Bank, National Association as Co-Syndication Agents; HSBC Bank USA, National Association as Documentation Agent; and certain other lenders |
STEELCASE INC ExhibitEX-10.1 2 scs-07132018xex101.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTThis AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”),…To view the full exhibit click here
About STEELCASE INC. (NYSE:SCS)
Steelcase Inc. provides an integrated portfolio of furniture settings, user-centered technologies and interior architectural products. The Company’s segments include Americas, EMEA and Other Category. The Company’s furniture portfolio includes panel-based and freestanding furniture systems and complementary products, such as storage, tables and ergonomic worktools. Its seating products include task chairs, which are ergonomic seating that can be used in collaborative or casual settings and specialty seating for specific vertical markets, such as healthcare and education. Its technology solutions support group collaboration by integrating furniture and technology. Its interior architectural products include full and partial height walls and doors. It also offers services, which include workplace strategy consulting, lease origination services, furniture and asset management and hosted spaces. Its family of brands includes Steelcase, Coalesse, Designtex, PolyVision and Turnstone.
