Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 6, 2021
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 6, 2021, Materion Corporation (the "Company") held its 2021 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 20,395,857 common shares outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 18,918,137 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 2021 to serve as directors until 2022. All nominees were elected. The results were as follows:
Director
For
Withhold
Broker Non-Votes
Vinod M. Khilnani
15,688,257
2,351,934
877,946
Emily M. Liggett
17,584,428
455,763
877,946
Robert J. Phillippy
17,695,956
344,235
877,946
Patrick Prevost
17,592,305
447,886
877,946
N. Mohan Reddy
17,297,954
742,237
877,946
Craig S. Shular
17,298,958
741,233
877,946
Darlene J. S. Solomon
17,710,294
329,897
877,946
Robert B. Toth
17,585,475
454,716
877,946
Jugal K. Vijayvargiya
17,727,595
312,596
877,946
(2) Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year 2021.
The proposal was ratified based on the following vote:
For
18,034,721
Against
877,650
Abstentions
5,766
(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
17,300,047
Against
681,074
Abstentions
59,070
Broker Non-Votes
877,946
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 6, 2021
By:
/s/ John M. Zaranec
John M. Zaranec
Vice President, Corporate Controller and Investor Relations