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TSE Trinseo

Filed: 17 Jun 21, 5:23pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2021

Trinseo S.A.

(Exact name of registrant as specified in its charter)

Luxembourg

001-36473

N/A

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

1000 Chesterbrook Boulevard, Suite 300,

Berwyn, Pennsylvania 19312

(Address of principal executive offices, including zip code)

(610) 240-3200

(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 (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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading symbol(s)

Name of Each Exchange on which registered

Ordinary Shares, par value $0.01 per share

TSE

New York Stock Exchange

ITEM 5.07

Submission of Matters to a Vote of Security Holders.

On June 14, 2021, Trinseo S.A. (the “Company”) held its Annual General Meeting of Shareholders pursuant to notice duly given. A total of 35,285,869 ordinary shares were present or represented by proxy, which accounted for approximately 91% of the shares entitled to vote at the Annual General Meeting. The Company’s shareholders voted on the following ten proposals and cast their votes as set forth below.

Annual General Meeting Proposal One: Approval of the Proposed Merger of the Company into Trinseo PLC

The Company’s shareholder approved the proposed merger of the Company into Trinseo PLC, an Irish public limited company, in accordance with the common draft terms of merger dated April 23, 2021 whereby Trinseo PLC will acquire all assets and liabilities of the Company by universal succession of title, and the Company will cease to exist, by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

32,646,302

224,314

16,816

2,398,437

Annual General Meeting Proposal Two: Approval of Amendment to Articles of Association

The Company’s shareholders voted to approve an amendment to Article 7.1.1 of the Company’s articles of association, as amended and restated on June 20, 2018 (the “Articles”), to increase the size of the Company’s Board to a maximum of thirteen (13) directors, by the votes set forth in the table below. The Articles are attached hereto as Exhibit 3.1.

For

Against

Abstain

35,231,155

33,300

21,414

Annual General Meeting Proposal Three: Approval, on an Advisory Basis, of the Proposed Constitution of Trinseo PLC

Subject to approval of Proposal 1, the Company’s shareholders voted to approve, on a non-binding advisory basis, the proposed Memorandum and Articles of Association of Trinseo PLC (the “Proposed Constitution”) which will be in effect at time of the Merger and which will effectively replace the Company’s Articles, by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

32,803,112

65,402

18,918

2,398,437

Annual General Meeting Proposal Four: Approval, on an Advisory Basis, of the Material Differences between the Company’s Articles and the Proposed Constitution

Subject to approval of Proposal 1, the Company’s shareholders vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between our Articles and the Proposed Constitution, by the votes set forth in the tables below:

(a)Upon the effective date of the Merger, under the Proposed Constitution, Trinseo PLC will have a share capital of (i) 4,000,000,000 ordinary shares, par value $0.01 per share, (ii) 1,000,000,000 preferred shares, par value $0.01 per share and (iii) 25,000 deferred ordinary shares par value €1.00 per share, in comparison to the Articles which provides for a share capital of up to 50,000,000,000 shares, par value $0.01 per share.

For

Against

Abstain

Broker Non-Votes

2,039,763

30,815,694

31,975

2,398,437

(b)Under the Proposed Constitution, the board of directors of Trinseo PLC will have discretion to issue up to the authorized but unissued amount of Trinseo PLC’s share capital for cash without first offering those shares to existing shareholders for a period of five years from adoption, in comparison to the Articles which permit the Board to issue up to 20% of the existing share capital without offering those shares to existing shareholders and up to 100% of the existing share capital with preemptive rights, until 2023.

For

Against

Abstain

Broker Non-Votes

11,168,832

21,687,023

31,577

2,398,437

(c)Under the Proposed Constitution, shareholders wishing to nominate persons for election to the Board or to properly bring other business before an annual general meeting of shareholders must give timely notice to Trinseo PLC, which must be received not less than 90 nor more than 120 days prior to the first anniversary of the date Trinseo PLC’s proxy statement for the prior year was first mailed to shareholders, in comparison to the Articles under which shareholders may bring nominations for directors for vote at an annual meeting if submitted 90 to 120 days prior to the annual meeting date.

For

Against

Abstain

Broker Non-Votes

28,296,141

4,548,324

42,967

2,398,437

Annual General Meeting Proposal Five: Creation of Distributable Profits of Trinseo PLC

The Company’s shareholders approved, subject to Proposal 1, the creation of distributable profits of Trinseo PLC under Irish law by reducing the entire share premium of Trinseo PLC resulting from the allotment and issue of ordinary shares of Trinseo PLC pursuant to the Merger, by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

32,801,468

42,856

43,108

2,398,437

Annual General Meeting Proposal Six: Election of Twelve Directors

The Company’s shareholders approved the election of twelve director nominees to serve a term expiring at the 2022 annual general meeting of shareholders by the votes set forth in the table below:

Name

For

Against

Abstain

Broker Non-Votes

K’Lynne Johnson

32,289,682

584,484

13,266

2,398,437

Joseph Alvarado

32,641,463

232,555

13,414

2,398,437

Frank Bozich

32,860,360

13,535

13,537

2,398,437

Jeffrey Cote

32,539,413

334,485

13,534

2,398,437

Pierre-Marie De Leener

32,857,006

17,018

13,408

2,398,437

Jeanmarie Desmond

32,740,706

133,285

13,441

2,398,437

Matthew Farrell

32,741,841

132,058

13,533

2,398,437

Sandra Beach Lin

32,533,690

340,414

13,328

2,398,437

Philip R. Martens

32,534,771

339,127

13,534

2,398,437

Donald T. Misheff

32,854,742

19,254

13,436

2,398,437

Henri Steinmetz

32,856,645

17,375

13,412

2,398,437

Mark Tomkins

32,859,570

14,354

13,508

2,398,437

Annual General Meeting Proposal Seven: Election of Ms. Victoria Brifo

Subject to approval of Proposal 2, the Company’s shareholders voted to elect Ms. Victoria Brifo as the Company’s thirteenth director, to serve for a term of one year expiring at the 2022 annual general meeting.

For

Against

Abstain

Broker Non-Votes

32,847,488

20,923

19,021

2,398,437

Annual General Meeting Proposal Eight: Approval, on an Advisory Basis, of the Company’s Named Executive Officers Compensation

The Company’s shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

30,808,720

2,056,746

21,966

2,398,437

Annual General Meeting Proposal Nine: Approval, on an Advisory Basis, of the Frequency of Advisory Votes on the Compensation of our Named Executive Officers

The Company’s shareholders voted to approve, on an advisory basis, a frequency of one year for the advisory vote on compensation paid to the Company’s named executive officers, by the votes set forth in the table below:

1 Year

2 Years

3 Years

Abstain

31,187,476

63,794

1,616,190

19,972

Annual General Meeting Proposal Ten: Approval of Changes to Director Compensation

The Company’s shareholder approved the changes to the Company’s director compensation program by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

29,764,415

3,096,118

26,899

2,398,437

Annual General Meeting Proposal Eleven: Approval of the Company’s Luxembourg Statutory Accounts

The Company’s shareholders approved the Company’s annual accounts prepared in accordance with accounting principles generally accepted in Luxembourg for the year ended December 31, 2020 and its consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States including a footnote reconciliation of equity and net income to International Financial Reporting Standards for the year ended December 31, 2020 by the votes set forth in the table below:

For

Against

Abstain

35,205,519

13,118

67,232

Annual General Meeting Proposal Twelve: Approval of the Allocation of the Results of the Financial Year Ended December 31, 2020

The Company’s shareholders approved the allocation of the results of the year ended December 31, 2020, including but not limited to the declaration of an annual dividend in the amount of all interim dividends declared and distributed since the Company’s last annual general meeting of shareholders, by the votes set forth in the table below:

For

Against

Abstain

35,239,203

14,173

32,493

Annual General Meeting Proposal Thirteen: Approval of the Granting of Discharge to the Company’s Directors and Auditor

The Company’s shareholders approved the granting of discharge to the directors and auditor for the performance of their respective duties during the financial year ended December 31, 2020 by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

32,704,747

96,682

86,003

2,398,437

Annual General Meeting Proposal Fourteen: Ratification of the Appointment of the Company’s Independent Auditor

The Company’s shareholders ratified the appointment of PricewaterhouseCoopers Société cooperative to be the Company’s independent auditor for all Luxembourg statutory accounts for the year ending December 31, 2021 by the votes set forth in the table below:

For

Against

Abstain

35,017,752

253,986

14,131

Annual General Meeting Proposal Fifteen: Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

The Company’s shareholders ratified the audit committee’s appointment of PricewaterhouseCoopers LLP to be the Company’s independent registered public accounting firm for the year ending December 31, 2021 by the votes set forth in the table below:

For

Against

Abstain

35,017,066

254,201

14,602

ITEM 9.01

Exhibits.

3.1

Amended & Restated Articles of Association of Trinseo S.A., as amended

SIGNATURE

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.

TRINSEO S.A.

By:

/s/ Angelo N. Chaclas

Name:

Angelo N. Chaclas

Title:

Senior Vice President, Chief Legal Officer,
Chief Compliance Officer & Corporate Secretary

Date: June 17, 2021