USG Corporation (NYSE:USG) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year. |
Amendment to its Restated Certificate of Incorporation (the
Amendment) with the Secretary of State of the State of Delaware
that removes the requirement that the Board of Directors of the
Corporation (the Board) maintain a Finance Committee. The Amendment
was approved by the Corporation’s stockholders at the
Corporation’s 2017 annual meeting of stockholders on May 10, 2017.
The Board has not made a determination to eliminate the Finance
Committee at this time, but the Amendment allows the Board to make
this determination in the future. The foregoing description of the
Amendment does not purport to be complete and is qualified in its
entirety by reference to the full text of the Amendment, which is
filed as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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10, 2017. At the annual meeting, the stockholders considered five
proposals, each of which is described in more detail in the
Corporations proxy statement for the meeting. The matters voted
upon at the annual meeting and the results of the votes were as
follows:
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Proposal 1.
|
Election of three directors for a three-year term to expire
in 2020. |
|
|
|
FOR
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AGAINST
|
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ABSTAIN
|
|
BROKER NON-VOTE
|
|
|
Matthew Carter, Jr.
|
|
116,217,286
|
|
2,909,017
|
|
112,397
|
|
16,329,546
|
|
Richard P. Lavin
|
|
118,317,787
|
|
812,626
|
|
108,287
|
|
16,329,546
|
|
Jennifer F. Scanlon
|
|
118,616,820
|
|
514,349
|
|
107,531
|
|
16,329,546
|
|
Proposal 2.
|
Ratification of appointment of Deloitte Touche LLP as the
Corporation’s independent registered public accountants for 2017. |
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FOR
|
AGAINST
|
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ABSTAIN
|
|
|
|
|
133,710,182
|
|
1,728,066
|
|
129,998
|
|
|
|
Proposal 3.
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Approval of an Amendment to the Corporations Restated
Certificate of Incorporation to remove the requirement to maintain a Finance Committee. |
|
FOR
|
AGAINST
|
|
ABSTAIN
|
|
BROKER NON-VOTE
|
|
|
118,104,178
|
|
970,970
|
|
163,552
|
|
16,329,546
|
|
Proposal 4.
|
Approval, by advisory vote, of the compensation of the
Corporation’s named executive officers. |
|
FOR
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AGAINST
|
|
ABSTAIN
|
|
BROKER NON-VOTE
|
|
|
115,583,098
|
|
2,978,995
|
|
676,607
|
|
16,329,546
|
|
Proposal 5.
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Recommendation, by advisory vote, of the frequency of future
votes to approve the compensation of the Corporation’s named executive officers. |
|
1 YEAR
|
2 YEARS
|
|
3 YEARS
|
|
ABSTAIN
|
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BROKER NON-VOTE
|
|
|
117,995,351
|
|
434,669
|
|
608,261
|
|
200,419
|
|
16,329,546
|
2017, the recommendation of the Board to hold an advisory vote
regarding the compensation of the Corporation’s named executive
officers every year received the support of approximately 99% of
the votes cast by stockholders. Taking into consideration that
support and other relevant factors, the Board has determined that
future stockholder advisory votes regarding the compensation of the
Corporations named executive officers will be held every year until
the next stockholder advisory vote regarding the frequency of that
advisory vote on compensation, which is not required to be held
until the Corporations 2023 annual meeting of stockholders.
Accordingly, the next stockholder advisory vote regarding the
compensation of named executive officers is expected to be held
next year at the Corporations 2018 annual meeting of stockholders.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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8-K is incorporated herein by reference.
About USG Corporation (NYSE:USG)
USG Corporation is a manufacturer and distributor of building materials. The Company produces a range of products for use in new residential, new nonresidential, and residential and nonresidential repair and remodel construction, as well as products used in certain industrial processes. The Company’s segments include Gypsum, Ceilings, Distribution, and USG Boral Building Products. Its Gypsum segment products include walls, ceilings, roofs and floors of residential, commercial and institutional buildings. Its Ceilings segment is a supplier of interior ceilings products. Its products include ceiling tile and ceiling grid. Its Distribution segment consists of L&W Supply Corporation is a distributor of gypsum wallboard and other building materials. USG Boral Building Products segment manufactures and distributes products for wall, ceiling, floor lining and exterior systems that utilize gypsum wallboard. USG Corporation (NYSE:USG) Recent Trading Information
USG Corporation (NYSE:USG) closed its last trading session up +0.24 at 30.75 with 1,150,341 shares trading hands.