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4-Traders Homepage  >  Equities  >  Nyse MKT  >  Chase Corporation    CCF

CHASE CORPORATION (CCF)
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CHASE CORP : Submission of Matters to a Vote of Security Holders (form 8-K)

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02/09/2018 | 10:22pm CET

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

The 2018 Annual Meeting of Shareholders of Chase Corporation was held on February 6, 2018. The following proposals were voted on at the 2018 Annual Meeting. Each proposal is more fully described in the Company's Definitive Proxy Statement for the 2018 Annual Meeting, as filed with the SEC on December 21, 2017.



Proposal 1 - For the election of nominees for the Board of Directors.  The eight
nominees named in the Company's Definitive Proxy Statement were elected as
Directors, to serve until the 2019 Annual Meeting of Shareholders, with the
following votes:




Name of Director      In Favor      Votes Withheld     Broker Non-Votes
Adam P. Chase         7,719,970            150,588            1,021,046
Peter R. Chase        7,516,064            354,494            1,021,046
Mary Claire Chase     7,097,239            773,319            1,021,046
John H. Derby III     7,828,663             41,895            1,021,046
Lewis P. Gack         7,363,592            506,966            1,021,046
Chad A. McDaniel      7,834,399             36,159            1,021,046
Dana Mohler-Faria     7,833,604             36,954            1,021,046
Thomas Wroe, Jr.      7,825,864             44,694            1,021,046



Proposal 2 - A non-binding, advisory vote to approve the executive compensation of our named executive officers. Although this vote is non-binding on the Company or the Board of Directors, the voting results will be reviewed and considered when making future decisions regarding the Company's executive compensation program. The proposal passed with the following votes:



In Favor      Votes Against     Abstentions   Broker Non-Votes
7,602,213           248,975          19,370          1,021,046



Proposal 3 - A non-binding, advisory vote to determine the frequency of conducting future advisory votes (similar to Proposal 2 above) on executive compensation. Although this vote is non-binding on the Company or the Board of Directors, the voting results will be reviewed and considered when determining the frequency of future advisory votes on executive compensation. The One Year option of this proposal was selected with the following votes:



One Year      Two Years     Three Years   Abstentions   Broker Non-Votes
4,040,592        79,391       3,430,532       320,043          1,021,046



Proposal 4 - For the re-approval of material terms of the preformance measures under the 2013 Equity Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code (the "Code"). This proposal was not presented for a vote at the meeting, as the passage of the Tax Cuts and Jobs Act, which was in conference committee with the U.S. Congress at the time of printing our proxy statement, has eliminated the performance-based compensation exception under Section 162(m) of the Code and made the need for stockholder approval moot.

Proposal 5 - For the ratification of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending August 31, 2018. The proposal passed with the following votes:



In Favor      Votes Against     Abstentions
8,665,031           120,399         106,174








                                       2


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© Edgar Online, source Glimpses

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