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
May 7, 2014
Date of Report (Date of earliest event reported)
AptarGroup, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-11846 |
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36-3853103 |
475 West Terra Cotta Avenue, Suite E, Crystal Lake, Illinois 60014
(Address of principal executive offices)
Registrant’s telephone number, including area code: 815-477-0424.
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Annual Meeting of Stockholders held on May 7, 2014 (the “2014 Annual Meeting”), the stockholders of AptarGroup, Inc. (the “Company”) approved the Company’s 2014 Stock Awards Plan, which had been previously approved by the Board of Directors, subject to stockholder approval.
The following paragraphs provide a summary of certain terms of the 2014 Stock Awards Plan. The summary is qualified in its entirety by the full text of the 2014 Stock Awards Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The 2014 Stock Awards Plan was also described in Proposal 3 of the Company’s proxy statement for the 2014 Annual Meeting.
The 2014 Stock Awards Plan provides for grants of stock options, stock appreciation rights (“SARs”), restricted stock and restricted stock units to employees of the Company, its subsidiaries and other affiliated entities in which the Company has a direct or indirect equity interest. The purpose of the plan is to promote the long-term financial interests of the Company and its affiliates by (i) attracting and retaining personnel, (ii) motivating personnel by means of growth-related incentives, (iii) providing competitive incentive compensation opportunities, and (iv) further aligning the interests of participants with those of our stockholders. The 2014 Stock Awards Plan will be administered by the Compensation Committee.
The 2014 Stock Awards Plan will make 3,200,000 shares of common stock available for grants of stock options, SARs, restricted stock and restricted stock units. Under the 2014 Stock Awards Plan, (i) any shares of common stock that are subject to awards of stock options or SARs will be counted against this limit as one share of common stock for every one share of common stock granted (with the full number of shares of common stock subject to an SAR being counted rather than only the net shares granted), and (ii) any shares of common stock that are subject to awards other than stock options or SARs will be counted against this limit as 3.73 shares of common stock for every one share of common stock granted.
The Compensation Committee may amend the 2014 Stock Awards Plan as it shall deem advisable, subject to any requirement of stockholder approval required by applicable law, rule or regulation, including Section 162(m) of the Internal Revenue Code. No amendment may impair the rights of the holder of any outstanding award without his or her consent.
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Item 5.07 |
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Submission of Matters to a Vote of Security Holders. |
Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Company’s 2014 Annual Meeting held on May 7, 2014.
Each of the four directors nominated for election was elected to serve until the Company’s 2017 Annual Meeting of Stockholders or until his or her successor has been elected and qualified. The voting results were as follows:
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Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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George L. Fotiades |
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55,600,072 |
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490,267 |
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3,880,573 |
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King W. Harris |
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55,281,980 |
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808,359 |
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3,880,573 |
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Peter H. Pfeiffer |
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52,476,086 |
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3,614,253 |
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3,880,573 |
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Dr. Joanne C. Smith |
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55,305,537 |
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784,802 |
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3,880,573 |
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Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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49,430,155 |
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6,577,969 |
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82,215 |
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3,880,573 |
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Stockholders approved the AptarGroup, Inc. 2014 Stock Awards Plan. The voting results were as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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42,946,834 |
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13,089,161 |
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54,344 |
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3,880,573 |
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Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. The voting results were as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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59,542,144 |
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360,355 |
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68,413 |
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0 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 AptarGroup, Inc. 2014 Stock Awards Plan.
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.
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AptarGroup, Inc. |
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Date: May 12, 2014 |
By: |
/s/Robert W. Kuhn |
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Robert W. Kuhn |
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Executive Vice President, |
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Chief Financial Officer and Secretary |