Trinseo S.A. (NYSE:TSE) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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Trinseo S.A. (NYSE:TSE) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07Submission of Matters to a Vote of Security Holders.

On June 20, 2018, Trinseo S.A. (the “Company”) held its Annual General Meeting of Shareholders to notice duly given. A total of 40,770,849 ordinary shares were present or represented by proxy, which accounted for approximately 94.23% of the shares entitled to vote at the Annual General Meeting. The Company’s shareholders voted on the following eight proposals and cast their votes as set forth below.

Annual General Meeting Proposal One: Election of Three ClassI Directors

The Company’s shareholders approved the election of the Company’s ClassI Director nominees by the votes set forth in the table below:

Name

For

Against

Abstain

Broker Non-Votes

1. Joseph Alvarado

31,821,743

827,928

4,316,696

3,804,482

2. Jeffrey J. Cote

31,223,925

1,425,844

4,316,598

3,804,482

3. Pierre-Marie De Leener

31,863,950

786,199

4,316,218

3,804,482

Annual General Meeting Proposal Two:Approval, on an Advisory Basis, of the Company’s Named Executive Officer Compensation

The Company’s shareholders voted against, on an advisory basis, the compensation paid to the Company’s named executive officers in 2017 by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

16,447,799

20,419,289

99,279

3,804,482

Annual General Meeting Proposal Three:Approval of the Company’s Luxembourg Statutory Accounts

The Company’s shareholders approved the Company’s annual accounts prepared in accordance with accounting principles generally accepted in Luxembourg for the year ended December 31, 2017 and its consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States including a footnote reconciliation of equity and net income to International Financial Reporting Standards for the year ended December 31, 2017 by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

40,634,463

10,709

125,677

–

Annual General Meeting Proposal Four: Approval of the Allocation of the Results of the Financial Year Ended December 31, 2017

The Company’s shareholders approved that the $8.9 million loss for the year ended December 31, 2017 be carried forward to the nextfinancialyear by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

40,749,881

4,137

16,831

–

Annual General Meeting Proposal Five:Approval of an Allocation to the Company's Legal Reserve

The Company’s shareholders approved the Company's compulsory allocation of 5% of the net profits for the year ended December 31, 2016to the Company's legal reserve by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

40,747,928

8,995

13,926

–

Annual General Meeting Proposal Six:Approval of the Granting of Discharge to the Company's Directors and Auditor

The Company’s shareholders approved the granting of discharge to the directors and auditor for the performance of their respective duties during the financial year ended December 31, 2017 by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

36,766,767

43,916

155,684

3,804,482

Annual General Meeting Proposal Seven:Ratification of the Appointment of the Company’s Independent Auditor

The Company’s shareholders ratified the audit committee's appointment of PricewaterhouseCoopers Sociétécoopérative to be the Company’s independent auditor for all Luxembourg statutory accounts for the year ending December 31, 2018 by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

39,190,313

1,571,420

9,116

–

Annual General Meeting Proposal Eight: Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

The Company’s shareholders ratified the audit committee’s appointment of PricewaterhouseCoopers LLP to be the Company’s independent registered public accounting firm for the year ending December 31, 2018 by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

39,783,732

977,422

9,695

–

On June 20, 2018, the Company also held an Extraordinary General Meeting of Shareholders to notice duly given. A total of 40,390,040 ordinary shares were present or represented by proxy, which accounted for approximately 93.35% of the shares entitled to vote at the Extraordinary General Meeting. The Company’s shareholders voted on the following two proposals and cast their votes as set forth below.

Extraordinary General Meeting Proposal One:Approval of Amendments to the Company’s Articles of Association to Declassify its Board of Directors

The Company’s shareholders approved the amendment to the Company's articles of association to declassify its board of directors by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

36,828,791

9,660

13,058

3,538,531

Extraordinary General Meeting Proposal Two:Approval of Amendments to the Company’s Articles of Association to Declassify its Board of Directors

The Company’s shareholders approved the amendment to the Company's articles of association to revise its authorization to issue shares from its authorized capital by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

36,036,063

4,314,760

39,217

–

The approved amendments to the Company’s articles of association will be effective immediately upon publication of the notarial deed recording the minutes of the Extraordinary General Meeting in the Luxembourg Official Gazette (RecueilElectronique des Sociétés et Associations).

Each of the foregoing proposals for the Annual General Meeting and the Extraordinary General Meeting ismore fully described in the joint proxy statement filed by the Company with the Securities and Exchange Commission on April 30, 2018.


About Trinseo S.A. (NYSE:TSE)

Trinseo S.A. is a materials company. The Company operates under two divisions: Performance Materials and Basic Plastics & Feedstocks. The Performance Materials division’s segments include Synthetic Rubber, Latex and Performance Plastics. The Latex segment produces styrene-butadiene latex (SB latex) for coated paper and packaging board, carpet and artificial turf backings, as well as a number of performance latex applications. The Synthetic Rubber segment produces synthetic rubber products used in tires, with additional applications in polymer modification and technical rubber goods, including conveyer and fan belts, hoses, seals and gaskets. The Performance Plastics segments produces highly engineered compounds and blends for automotive end markets, as well as consumer electronics, medical, electrical and lighting, collectively consumer essential markets (CEM). The Basic Plastics & Feedstocks segment includes styrenic polymers, polycarbonate (PC) and styrene monomer.