Registrant's
telephone number including area code: (847) 455-7111
Not Applicable
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13 e-4(c) under the Exchange Act (17 CFR 240.13 e-4(c))
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common
Stock, Par Value $0.01 Per Share
CTAM
OTCQX Best Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. [ ]
At the Annual Meeting of Stockholders for A.M. Castle & Co. (the “Company”) held on June 30, 2020, the Company’s stockholders approved a proposal to amend the
Company’s charter to authorize an increase in the Company’s authorized shares of capital stock and Common Stock. On June 30, 2020, the Company filed Articles of Amendment with the Secretary of State of the State of Maryland, which amended its Articles of Amendment and Restatement effective on such date. A copy of the Articles of Amendment is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The material terms of the amendment to the Company’s charter
are described in more detail in the Company's Proxy Statement, filed with the Securities and Exchange Commission on May 29, 2020 (the “Proxy Statement”) under “Proposal No. 4 – Approval of Charter Amendment to Increase Authorized Shares of Common Stock.” Such description is qualified in its entirety by reference to the text of the Articles of Amendment.
Item 5.07 – Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on June 30, 2020. The matters that were voted on at the Annual Meeting of Stockholders and the final voting results for each matter are set
forth below.
Proposal No. 1: Election of Directors
The following director nominees were elected to the Board of Directors of the Company to serve until to serve until the Company’s 2021 Annual Meeting of Stockholders or until their successors are elected and qualified.
Director Nominee
For
Abstain
Broker
Non-Votes
Jeffrey A. Brodsky
57,005,521
78,586
625,062
Marec E. Edgar
57,076,529
7,578
625,062
Jonathan B. Mellin
57,004,320
79,787
625,062
Steven W. Scheinkman
57,076,147
7,960
625,062
Jonathan
Segal
57,075,864
8,243
625,062
Michael J. Sheehan
57,075,867
8,240
625,062
Parker Tornell
57,075,874
8,233
625,062
Proposal No. 2: Advisory Vote to Approve Executive Compensation
A proposal to approve, on an advisory non-binding basis, the
Company's executive compensation as disclosed in the Proxy Statement passed as follows:
For
Against
Abstain
Broker Non-Votes
57,070,558
11,554
1,995
625,062
Proposal No. 3: Ratification of Appointment of Independent
Registered Public Accounting Firm
The appointment of Deloitte & Touche LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2020 was ratified as follows:
For
Against
Abstain
Broker Non-Votes
57,707,054
1,709
406
0
Proposal
No. 4: Approval of Charter Amendment to Increase Authorized Shares of Common Stock
A proposal to approve the amendment of the Company’s Articles of Amendment and Restatement to authorize an increase in the Company’s authorized shares of capital stock and Common Stock passed as follows:
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
