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(Address of principal executive offices, including zip code)
(i919)
i379-4300
(Registrant’s telephone number, including area code)
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:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the
registrant is an emerging growth company as defined in 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 i☐
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. ☐
Item 5.07
Submission of Matters to a Vote of Security Holders.
(a)On August 18, 2022, Pyxus International, Inc. (the “Company”) held its 2022 annual meeting of shareholders (the “Annual Meeting”).
(b)At
the Annual Meeting, the matters submitted to a vote of shareholders, and outcome of the vote, were as follows:
(1)Each of Patrick B. Fallon, Robert D. George, Holly Kim, Cynthia P. Moehring, J. Pieter Sikkel and Richard J.C. Topping was elected as a director for a one-year term expiring at the 2023 annual meeting of shareholders;
(2)The appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending March 31, 2023 was ratified; and
(3)A
resolution to approve, on an advisory basis, the compensation paid to the Company’s named executive officers, was adopted.
The voting results with respect to these matters are set forth in the tables below:
1. Election of Directors
Director Nominee
Votes For
Votes
Withheld
Broker Non-Votes
Patrick B. Fallon
15,625,831
4,376,367
1,343,375
Robert D. George
19,878,501
123,697
1,343,375
Holly Kim
15,625,935
4,376,263
1,343,375
Cynthia P. Moehring
19,878,501
123,697
1,343,375
J.
Pieter Sikkel
19,518,642
483,556
1,343,375
Richard J.C. Topping
19,908,265
93,933
1,343,375
2. Ratification of Independent Auditors
Votes For
Votes
Against
Votes Abstained
21,311,039
9,715
24,819
There were no broker non-votes with respect to the ratification of independent auditors.
3. Advisory Vote on Compensation of Named Executive Officers
Votes For
Votes
Against
Votes Abstained
Broker Non-Votes
19,869,243
130,881
2,074
1,343,375
SIGNATURES
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.
