Luxfer Holdings PLC filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Major Chemicals
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 5, 2025
(Exact Name of Registrant as Specified in Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: +1 414 -269-2419
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communication 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).
☐ 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.
Section 5 Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2025 AGM on Thursday, June 5, 2025, in Manchester, England. There were 27,236,677 ordinary shares issued and outstanding at the close of business on April 11, 2025, the voting record date, which were entitled to receive notice of, and vote at, the AGM. Holders of 23,121,078 ordinary shares (84.9%) were represented in person or by proxy at the AGM, constituting a quorum.
At the AGM, the Company’s shareholders voted on fourteen resolutions; each of which is described in detail on pages 13-24 of the Proxy Statement. The number of votes cast for or against, and the number of abstentions and any non-votes, with respect to each resolution are set forth below. The results detailed below represent final voting results.
Ordinary Resolutions 1-6: Election of Directors
The nominees listed below were elected to serve as Directors of the Company for a one year term, expiring on completion of the 2026 Annual General Meeting of Shareholders.
Nominee | Votes For | Votes Against | Abstentions | Non-Votes | ||||||||||||||||||||||
| Andy Butcher | 21,662,991 | 72,864 | 2,108 | 1,383,115 | ||||||||||||||||||||||
| Patrick Mullen | 21,611,430 | 121,852 | 4,681 | 1,383,115 | ||||||||||||||||||||||
| Richard Hipple | 21,342,749 | 391,533 | 3,681 | 1,383,115 | ||||||||||||||||||||||
| Clive Snowdon | 21,208,753 | 524,529 | 4,681 | 1,383,115 | ||||||||||||||||||||||
| Sylvia A. Stein | 21,611,542 | 89,440 | 36,981 | 1,383,115 | ||||||||||||||||||||||
| Lisa Trimberger | 21,572,822 | 160,354 | 4,787 | 1,383,115 | ||||||||||||||||||||||
Ordinary Resolution 7: Approval of the Directors’ Remuneration Report
The Company’s shareholders approved the Directors’ Remuneration Report for the year ended December 31, 2024
Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||||||||
| 21,352,002 | 379,350 | 6,611 | 1,383,115 | |||||||||||||||||
Ordinary Resolution 8: Approval of Executive Compensation
The Company’s shareholders approved, by non-binding advisory vote, that the compensation of the Company’s Named Executive Officers for the year ended December 31, 2024 be approved.
Votes For | Votes Against | Abstentions | Non Votes | |||||||||||||||||
| 21,351,241 | 380,100 | 6,622 | 1,383,115 | |||||||||||||||||
Ordinary Resolution 9: Frequency of “say-on-pay” votes
On a non-binding advisory basis, the Company’s shareholders voted to hold a “say-on-pay” vote on the compensation of the Company’s Named Executive Officers every 1 year, consistent with the recommendation of the Board of Directors (the “Board”).
Votes for Every 1 Year | Votes for Every 2 Years | Votes for Every 3 Years | Abstentions | Non Votes | ||||||||||||||||||||||
| 20,970,095 | 3,260 | 760,109 | 4,499 | 1,383,115 | ||||||||||||||||||||||
In light of the results of this vote and other factors, on June 5, 2025, the Board resolved that it would hold an advisory vote on the compensation of its Named Executive Officers every 1 year until the Company holds the next shareholder advisory vote on the frequency of “say-on-pay” votes, which shall be no later than the Company’s 2026 Annual General Meeting of Shareholders.
Ordinary Resolution 10: Ratification of the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company until conclusion of the 2026 Annual General Meeting
The Company’s shareholders ratified the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company until conclusion of the 2026 Annual General Meeting.
Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||||||||
| 22,484,525 | 632,699 | 3,854 | ‒ | |||||||||||||||||
Ordinary Resolution 11: Authorization of the Audit Committee to set the independent auditor’s remuneration
The Company’s shareholders authorized the Audit Committee to set the remuneration of PricewaterhouseCoopers LLP as the Company’s independent auditor.
Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||||||||
| 23,112,022 | 5,364 | 3,692 | ‒ | |||||||||||||||||
Ordinary Resolution 12: Authorization of the Board of Directors to issue shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company, pursuant to section 551 of the UK Companies Act 2006 (the “Companies Act”)
The Company’s shareholders authorized the Board of Directors be generally and unconditionally authorized, for the purposes of section 551 of the Companies Act, to exercise all powers of the Company to issue shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of $67,902,624.
Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||||||||
| 22,387,311 | 731,394 | 2,373 | ‒ | |||||||||||||||||
Special Resolution 13: Authorization of the Board of Directors to issue equity securities for cash and/or sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act regarding preemption rights does not apply to such issuance or sale, pursuant to sections 570 and 573 of the Companies Act
The Company’s shareholders authorized the Board of Directors to issue equity securities for cash and/or sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act regarding preemption rights does not apply to such issuance or sale, pursuant to sections 570 and 573 of the Companies Act.
Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||||||||
| 23,064,722 | 50,315 | 6,041 | ‒ | |||||||||||||||||
Special Resolution 14: Authorization of the Board of Directors to repurchase ordinary shares and the terms of the form of repurchase contract
The Company’s shareholders authorized the Board of Directors be authorized to repurchase such number of its ordinary shares, each at such prices as may be agreed pursuant to the terms of a repurchase contract, and that the terms of the form of repurchase contract. The maximum aggregate number of ordinary shares authorized to be purchased shall not exceed 10% of the Company’s issued share capital as at 4:00 p.m. (EST) on June 5, 2025; and the authority conferred shall, unless varied, revoked, or renewed prior to such time, expire on June 5, 2030.
Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||||||||
| 23,098,593 | 4,498 | 17,987 | ‒ | |||||||||||||||||
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | ||||||||||
| 104 | Interactive Data File (Inline XRBL tagging embedded within Cover Page of this Current Report on Form 8-K) | ||||||||||
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, thereunto duly authorized.
Luxfer Holdings PLC
(Registrant)
Date: June 9, 2025
By: /s/ Benjamin M. Coulson
Name: Benjamin M. Coulson
Title: Corporate Controller & Company Secretary