Document


 
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):   May 15, 2018    

 
 
Horizon Global Corporation
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
Delaware
001-37427
47-3574483
_____________________
(State or Other Jurisdiction
_____________
(Commission
______________
(IRS Employer
of Incorporation)
File Number)
Identification No.)
  
 
 
2600 West Big Beaver Road, Suite 555, Troy, Michigan
_____________________
 

48084
___________
(Zip Code)
(Address of principal executive offices)
 
 
 
 
Registrant’s telephone number, including area code:
 
(248) 593-8820
_____________   
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company þ

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. þ




Item 5.07.     Submission of Matters to a Vote of Security Holders.
Horizon Global Corporation (the "Corporation") held its 2018 annual meeting of stockholders (the "Annual Meeting") on May 15, 2018. The Annual Meeting was originally scheduled to be held on May 8, 2018 and was adjourned to and re-convened on May 15, 2018.
There were a total of 25,009,582 shares of Common Stock outstanding and entitled to vote at the Annual Meeting and there were 20,001,658 shares of Common Stock represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting.
The items voted upon at the Annual Meeting and the results of the vote on each proposal were as follows:
Proposal 1.  Election of directors for a three-year term:
 
 
FOR
 
WITHHELD
 
BROKER NON-VOTES
Scott G. Kunzelman
 
11,630,827
 
4,925,650
 
3,445,181
David A. Roberts
 
11,992,706
 
4,563,771
 
3,445,181
Maximiliane C. Straub
 
12,932,845
 
3,623,632
 
3,445,181

Proposal 2.  To approve amendments to the Corporation's Amended and Restated Certificate of Incorporation to implement a declassified Board of Directors:
FOR
 
AGAINST
 
ABSTAIN
16,357,715
 
192,785
 
5,977

Proposal 3.  To approve amendments to the Horizon Global Corporation Amended and Restated 2015 Equity and Incentive Compensation Plan:
FOR
 
AGAINST
 
ABSTAIN
8,834,463
 
7,561,539
 
160,475

Proposal 4.  To ratify the appointment of Deloitte & Touche LLP as the Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2018:
FOR
 
AGAINST
 
ABSTAIN
18,142,569
 
417,905
 
1,441,184


Based on the votes set forth above, at the Annual Meeting: each of the director nominees were elected as directors; amendments to the Corporation's Amended and Restated Certificate of Incorporation to implement a declassified Board of Directors were approved; amendments to the Corporation's Amended and Restated 2015 Equity and Incentive Compensation Plan were approved and the appointment of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified by the stockholders of the Corporation.




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.

 
 
 
 
HORIZON GLOBAL CORPORATION
 
 
 
 
 
 
 
Date:
 
May 21, 2018
 
By:
 
/s/ Jay Goldbaum
 
 
 
 
Name:
 
Jay Goldbaum
 
 
 
 
Title:
 
General Counsel and Corporate Secretary