USG Corporation (NYSE:USG) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
Submission of Matters to a Vote of Security Holders.
USG Corporation (the "Corporation") held its 2018 annual meeting of stockholders (the "Annual Meeting") on May 9, 2018. At the Annual Meeting, the stockholders considered three proposals, each of which is described in more detail in the Corporation’s proxy statement for the Annual Meeting. The matters voted upon at the Annual Meeting and the results of the votes were as follows:
|
Proposal 1. |
Election of four directors for a three-year term to expire in 2021. |
|
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE |
|
|
Jose Armario |
27,437,009 |
90,902,338 |
560,379 |
3,880,018 |
|
Dana S. Cho |
27,181,737 |
90,887,987 |
830,004 |
3,880,016 |
|
Gretchen R. Haggerty |
27,461,511 |
90,875,943 |
562,273 |
3,880,017 |
|
William H. Hernandez |
27,457,984 |
90,881,315 |
560,427 |
3,880,018 |
|
Proposal 2. |
Ratification of appointment of Deloitte & Touche LLP as the Corporation's independent registered public accountants for 2018. |
|
FOR |
AGAINST |
ABSTAIN |
|
120,487,225 |
615,438 |
1,677,081 |
|
Proposal 3. |
Approval, by advisory vote, of the compensation of the Corporation's named executive officers. |
|
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE |
|
54,612,083 |
62,586,647 |
1,700,997 |
3,880,017 |
As a result of the stockholder vote on Proposal 1 at the Annual Meeting, Jose Armario, Gretchen R. Haggerty and William H. Hernandez were not duly re-elected, and to the Delaware General Corporation Law, continue to serve as holdover directors.Each of Messrs. Armario and Hernandez and Ms. Haggerty remain members of the Corporation’s Board of Directors (the "Board"), with the same rights and powers as they possessed prior to the stockholder vote.Dana S. Cho was not elected to the Board. As a result, the Board, to its authority, voted to reduce the size of the Board from ten directors to nine directors. The Board intends to continue to consider what further action, if any, might be in the best interests of stockholders as a result of the stockholder vote with respect to its director nominees.There is no specific time frame for making any further decisions regarding this matter.
With respect to the results of the stockholder vote on Proposal 3, the Corporation’s 2018 Say-on-Pay vote, the Corporation received over 97% stockholder support in the Say-on-Pay vote in 2017 and as a result did not make any significant changes to the Corporation's executive compensation program for 2018.Both ISS and Glass Lewis concluded the Corporation's pay and performance were reasonably aligned and recommended a FOR vote on the Say-on-Pay proposal in the Corporation's 2018 proxy statement.The Compensation and Organization Committee and the Board will consider the voting results from this year’s Annual Meeting when evaluating the Corporation's executive compensation program for 2019.
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.
