form8k.htm


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 8, 2013
 
Commission File Number 001-31921

Image
 
Compass Minerals International, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
36-3972986
(State or other jurisdiction of
incorporation)
 
(I.R.S. Employer
Identification No.)

9900 West 109th Street
Suite 100
Overland Park, KS 66210
(913) 344-9200
(Address of principal executive offices, zip code and telephone number, including area code)
 
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))
 


 
 

 

ITEM 5.07              SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) & (b):                 On May 8, 2013, the Company held its 2013 Annual Meeting of Stockholders.  The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement filed with the SEC and dated March 28, 2013.  The final results of the stockholder vote are as follows:
 
Proposal 1 — Election of Directors
 
The following individuals were elected to serve as Class I directors to hold office until the 2016 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, with the vote count shown below.  There were 2,052,462 broker non-votes.

Nominee
 
For
 
Withheld
 Eric Ford
 
29,059,195
 
460,210
 Fran Malecha
 
29,473,279
 
  46,126
 Paul Williams
 
29,057,542
 
461,863


Proposal 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm
 
The stockholders ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2013, with the vote count shown below:
 
For
 
Against
 
Abstain
31,389,518
 
83,599
 
9,170

Proposal 3 — Advisory Vote on Executive Compensation
 
The stockholders provided an advisory vote regarding compensation of the named executive officers for the fiscal year ended December 31, 2012 as described in the proxy statement, with the vote count shown below.  There were 2,052,462 broker non-votes.
 

   
For
 
Against
 
Abstain
Shares Voted
 
21,148,257
 
8,343,794
 
27,354
Percent of Votes Cast
 
71.64%
 
28.26%
 
0.09%
 
 
 

 
 
SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
      COMPASS MINERALS INTERNATIONAL, INC.
           
Date:
May 10, 2013
   
/s/ Rodney L. Underdown
 
       
Rodney L. Underdown
 
     
Vice President and Chief Financial Officer