UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): August 15, 2019
Pyxus International, Inc.
(Exact name of Registrant, as specified in its charter)
Virginia | 001-13684 | 54-1746567 | ||
(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) |
8001 Aerial Center Parkway
Morrisville, North Carolina 27560-8417
(Address of principal executive offices, including zip code)
(919)379-4300
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-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 value) | PYX | New York Stock Exchange |
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 Rule12b-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 5.02 | Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 15, 2019, the shareholders of Pyxus International, Inc. (the “Company”) voted to approve the proposed amendment and Restatement of the Pyxus International, Inc. 2016 Incentive Plan (the “Amended Plan”). A description of the Amended Plan is included on pages 41 through 48 ofthe Company’s definitive proxy statement for the annual meeting of shareholders held on August 15, 2019, filed with the Securities and Exchange Commission on July 15, 2019, which description is incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) On August 15, 2019, the Company held its 2019 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 Jeffrey A. Eckmann, Joyce L. Fitzpatrick, Donna H. Grier and John D. Rice was elected as a Class I Director for a three-year term expiring in 2022, Nathan A. Richardson was elected as a Class III Director for atwo-year term expiring in 2021, and Daniel A. Castle was elected as a Class II Director for aone-year term expiring in 2020;
(2) The appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending March 31, 2020 was ratified;
(3) A resolution to approve, on an advisory basis, the compensation paid to the Company’s named executive officers was adopted; and
(4) The proposed amendment and restatement of the Pyxus International, Inc. 2016 Incentive Plan was approved.
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 | |||||||||
Jeffrey A. Eckmann | 2,440,513 | 157,349 | 4,019,093 | |||||||||
Joyce L. Fitzpatrick | 2,435,923 | 161,939 | 4,019,093 | |||||||||
Donna H. Grier | 2,466,378 | 131,484 | 4,019,093 | |||||||||
John D. Rice | 2,459,071 | 138,791 | 4,019,093 | |||||||||
Nathan A. Richardson | 2,465,193 | 132,669 | 4,019,093 | |||||||||
Daniel A. Castle | 2,464,995 | 132,867 | 4,019,093 |
2. | Ratification of Independent Auditors |
Votes For | Votes Against | Votes Abstained | ||||||
6,347,902 | 197,650 | 71,403 |
There were no brokernon-votes with respect to the ratification of independent auditors, which was considered a “routine” matter under the rules of the New York Stock Exchange.
3. | Advisory Vote on Compensation of Named Executive Officers |
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||
2,187,002 | 183,682 | 227,178 | 4,019,093 |
4. | Approval of the proposed amendment and restatement of the Pyxus International, Inc. 2016 Incentive Plan |
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||
1,526,828 | 843,753 | 227,281 | 4,019,093 |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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.
Date: August 15, 2019
PYXUS INTERNATIONAL, INC. | ||
By: | /s/ William L. O’Quinn, Jr. | |
William L. O’Quinn, Jr. | ||
Senior Vice President – Chief Legal | ||
Officer and Secretary |