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LTHM Livent

Filed: 4 May 21, 5:10pm

 

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): April 29, 2021

______________________________________

LIVENT CORP.

(Exact name of registrant as specified in its charter)

______________________________________

   
Delaware001-3869482-4699376

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

   

2929 Walnut Street

Philadelphia, Pennsylvania

 19104
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: 215-299-5900

______________________________________

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

 

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareLTHMNew York Stock Exchange

______________________________________

Check the appropriate box below if the Form 8-K 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
  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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. ☐

 

 

 

 

Item 5.07                 Submission of Matters to a Vote of Security Holders.

 

On April 29, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”).  A total of 146,606,239 shares of the Company’s common stock were entitled to vote as of March 1, 2021, the record date for the Annual Meeting, of which 83.72% were present in person or by proxy at the Annual Meeting.  The following is a summary of the final voting results for each matter presented to stockholders.

 

PROPOSAL 1:

 

Election of three Class III Directors to hold office until the 2024 Annual Meeting of Stockholders.

 

Nominee For Against Abstentions Broker Non-Votes
Pierre Brondeau 91,595,935 9,338,181 229,543 21,581,807
G. Peter D’Aloia 100,587,924 303,704 272,031 21,581,807
Robert C. Pallash 98,833,642 2,059,245 270,772 21,581,807

 

Each of the nominees was re-elected by the Company’s stockholders as Class III Directors to hold office until the 2024 Annual Meeting of Stockholders.

 

PROPOSAL 2:

 

Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

 

For Against Abstentions
121,885,161 572,451 287,854

 

Proposal 2 was approved by the Company’s stockholders.

 

PROPOSAL 3:

 

Approval of, on an advisory basis, the compensation of the Company’s named executive officers.

 

For Against Abstentions Broker Non-Votes
95,892,361 3,873,458 1,397,840 21,581,807

 

On an advisory basis, the Company’s stockholders approved the compensation of the Company’s named executive officers.

 

PROPOSAL 4:

 

Approval of proposed amendments to the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws to eliminate, over a period of three years, the classification of the Company’s Board of Directors, without affecting the unexpired terms of directors.

 

For Against Abstentions Broker Non-Votes
99,294,967 1,669,742 198,950 21,581,807

 

Because this Proposal required the affirmative vote of the holders of at least 80% of all outstanding shares of common stock entitled to vote at the meeting, Proposal 4 was not approved by the Company’s stockholders.

 

 

PROPOSAL 5:

 

Approval of proposed amendment to the Company’s Amended and Restated Certificate of Incorporation to replace supermajority voting requirements with a simple majority of outstanding shares requirement.

 

For Against Abstentions Broker Non-Votes
100,380,003 549,654 234,002 21,581,807

 

Because this Proposal required the affirmative vote of the holders of at least 80% of all outstanding shares of common stock entitled to vote at the meeting, Proposal 5 was not approved by the Company’s stockholders.

 

 

 

 

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.

 

 
    
 

 

LIVENT CORPORATION

(Registrant)

    
 By:/s/ SARA PONESSA
  

Sara Ponessa,

 Vice President, General Counsel and Secretary

Date: May 4, 2021