Stillwater Mining Company (NYSE:SWC) Files An 8-K Submission of Matters to a Vote of Security Holders

Votes For

Votes Against

Abstentions

Broker Non-Votes

ME Staff 8-k

8 years ago

Stillwater Mining Company (NYSE:SWC) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07 Submission of Matters to a Vote of Security Holders

On April25, 2017, Stillwater Mining Company (the Company) held
its 2017 Annual Meeting of Shareholders (the Annual Meeting).
Based on the voting results provided by the independent inspector
of the elections at the Annual Meeting, the Companys shareholders
approved the proposal to adopt the Agreement and Plan of Merger,
dated December9, 2016 (the Merger Agreement), by and among the
Company, Sibanye Gold Limited, Thor US HoldCo Inc. and Thor
Mergco Inc. (Merger Sub), to which Merger Sub will be merged with
and into the Company (the Merger). The complete tabulation of the
voting results for the adoption of the Merger Agreement is set
forth below.


Votes For	Votes Against	Abstentions	Broker Non-Votes
91,012,990	5,346,956	580,291	6,147,930

The Companys shareholders rejected, on an advisory (non-binding)
basis, the proposal regarding the compensation that may be paid
or become payable to the Companys named executive officers in
connection with the Merger by the votes indicated:


Votes For	Votes Against	Abstentions	Broker Non-Votes
35,358,648	60,759,252	822,337	6,147,930

The Companys shareholders elected the following seven nominees as
directors for terms expiring when their successors are duly
elected or appointed: George M. Bee, Michael J. McMullen, Patrice
E. Merrin, Lawrence Peter OHagan, Michael S. Parrett, Brian
Schweitzer and Gary A. Sugar. The complete tabulation of voting
results for the election of directors is set forth below.

Board of Directors Nominees:


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
George M. Bee	90,703,810	5,400,545	835,882	6,147,930
Michael J. McMullen	90,282,294	6,160,162	497,781	6,147,930
Patrice E. Merrin	84,523,977	11,608,640	807,620	6,147,930
Lawrence Peter OHagan	90,521,598	5,583,690	834,949	6,147,930
Michael S. Parrett	90,247,181	5,688,285	1,004,771	6,147,930
Brian Schweitzer	89,112,758	7,274,674	552,805	6,147,930
Gary A. Sugar	90,639,475	5,291,014	1,009,748	6,147,930

The Companys shareholders ratified the appointment of KPMG LLP as
the Companys independent registered accounting firm for 2017 by
the votes indicated:

The Companys shareholders approved, on an advisory (non-binding)
basis, the proposal regarding the compensation of the Companys
named executive officers for 2017 by the votes indicated:

The Companys shareholders approved, on an advisory (non-binding)
basis, an annual frequency for holding future votes on
compensation of the Companys named executive officers by the
votes indicated:

The Companys shareholders adopted and approved the Stillwater
Mining Company Restated 2012 Equity Incentive Plan by the votes
indicated:

Item8.01. Other Events.

On April26, 2017, the Company sent a notice to Delaware Trust
Company, as trustee (theTrustee) and holders of its 1.75%
Convertible Senior Notes due 2032 (the Notes) as required under
the Indenture, dated as of November29, 2010 (the Base Indenture),
by and between the Company and the Trustee, as amended and
supplemented by that certain First Supplemental Indenture, dated
as of October17, 2012 (the First Supplemental Indenture and,
together with the Base Indenture, as amended and supplemented by
the First Supplemental Indenture, the Indenture). The notice to
the Trustee and the holders of the Notes is attached hereto as
Exhibit 99.1.

The notice to the Trustee and the holders of the Notes notifies
them of, among other items, the anticipated date of the expected
Fundamental Change and Make-Whole Adjustment Event (each, as
defined in the Indenture), the anticipated convertibility of the
Notes in connection with the Fundamental Change and Make-Whole
Adjustment Event, the right of holder of the Notes to require the
Company to repurchase such holders Notes in the event of a
Fundamental Change and Make-Whole Adjustment Event and the
Companys intent to enter into a supplemental Indenture with
respect to the Notes. In connection with the obligation to offer
to repurchase the Notes as a result of a Fundamental Change and a
Make-Whole Adjustment Event (each, as defined in the Indenture),
the Company expects to file a tender offer statement on Schedule
TO with the Securities and Exchange Commission (the SEC). The
description contained herein is for informational purposes only
and is not an offer to buy or the solicitation of an offer to
sell any securities. The repurchase offer for the Notes required
by the terms of the First Supplemental Indenture has not
commenced. Holders of the Notes are urged to read the relevant
repurchase documents when they become available because they will
contain important information that such holders should consider
before making any decisions regarding exercising their right to
have their Notes repurchased. Holders of the Notes can obtain
these documents when they are filed and become available free of
charge from the SECs website at www.sec.gov, or from the Companys
Information Agent, Okapi Partners LLC, at the contact information
below.

The Information Agent is:

Okapi Partners LLC

1212 Avenue of the Americas, 24^th Floor

New York, New York 10036

Bankers and Brokers, Please Call: (212) 297-0720

Noteholders and All Others, Please Call Toll-Free: (877) 279-2311

Item9.01. Financial Statements and Exhibits.

Exhibit99.1.

Notice of Anticipated Merger Effective Date; Notice of Right
to Convert, dated April 26, 2017, to Holders of 1.75%
Convertible Senior Notes due 2032

About Stillwater Mining Company (NYSE:SWC)
Stillwater Mining Company is engaged in the development, extraction, processing, smelting and refining of palladium, platinum and associated metals, such as platinum group metals (PGM) produced by mining a geological formation in south-central Montana, the J-M Reef and recycling spent catalytic converters and other industrial sources. The Company operates through five segments: Mine Production, PGM Recycling, Canadian Properties, South American Properties and All Other. The Mine Production segment consists of two business components: the Stillwater Mine and the East Boulder Mine. The PGM Recycling segment recycles spent catalyst material to recover the PGMs contained in the material. The Canadian Properties segment consists mainly of the Marathon mineral property assets. The South American Properties segment consists of the Peregrine Metals Ltd. assets. The All Other segment consists of assets, including investments, revenues, and expenses of various corporate and support functions. Stillwater Mining Company (NYSE:SWC) Recent Trading Information
Stillwater Mining Company (NYSE:SWC) closed its last trading session up +0.01 at 18.00 with 4,762,622 shares trading hands.