Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 4, 2022
MATERION CORPORATION
(Exact name of registrant as specified in its charter)
Ohio001-1588534-1919973
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
6070 Parkland Blvd., Mayfield Hts., Ohio44124
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code (216) 486-4200
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:
☐ 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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, no par valueMTRNNew York Stock Exchange
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 (§204.12b-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 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.
On May 4, 2022, Materion Corporation (the "Company") held its 2022 Annual Meeting of Shareholders (the "Annual Meeting"). Set forth below are the proposals voted upon at the Annual Meeting and the final voting results.
As of the record date of the Annual Meeting, there were 20,450,049 common shares outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 19,011,094 common shares, or approximately 93% of the outstanding common shares entitled to vote, were represented in person or by proxy. Those common shares were voted as follows:
(1) Election of Directors.
The following individuals were nominated in 2022 to serve as directors until 2023. All nominees were elected. The results were as follows:
Director
For
Withhold
Broker Non-Votes
Vinod M. Khilnani
17,221,201
997,566
792,327
Emily M. Liggett
17,725,764
493,003
792,327
Robert J. Phillippy
17,698,879
519,888
792,327
Patrick Prevost
17,726,672
492,095
792,327
N. Mohan Reddy
16,817,481
1,401,286
792,327
Craig S. Shular
17,374,846
843,921
792,327
Darlene J. S. Solomon
17,710,429
508,338
792,327
Robert B. Toth
17,714,858
503,909
792,327
Jugal K. Vijayvargiya
17,926,037
292,730
792,327
(2) Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year 2022.
The proposal was ratified based on the following vote:
For
17,219,745
Against
1,788,770
Abstentions
2,579
(3) Approval, on an advisory basis, of the compensation of the Company's named executive officers.
The Company's shareholders approved, on an advisory, non-binding basis the compensation of the Company's named executive officers.
For
16,905,492
Against
1,282,488
Abstentions
30,787
Broker Non-Votes
792,327
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.
Materion Corporation
May 4, 2022
By:
/s/ John M. Zaranec
John M. Zaranec
Vice President, Corporate Controller and Investor Relations
