cbm-8k_20190424.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)        April 24, 2019

 

 

CAMBREX CORPORATION

(Exact name of Registrant as specified in its charter)

 

DELAWARE

 

1-10638    

 

22-2476135

(State or other jurisdiction of incorporation) 

 

(Commission File Number)

 

(IRS Employer Identification No.)

                           

   ONE MEADOWLANDS PLAZA,

EAST RUTHERFORD, NEW JERSEY

      07073

(Address of principal executive offices) 

   (Zip Code)

 

Registrant's telephone number, including area code:               (201) 804-3000                   

 

 

 

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):

 

[ ] 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [ ]

 

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. [ ]

 

 

 



 

 

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

 

On April 24, 2019, the Company held its annual meeting of stockholders pursuant to notice duly given. At the meeting, the stockholders voted on the following three proposals and cast their votes as described below. For more information about the proposals set forth below, please see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2019.

 

 

1. Proposal 1 – Election of Directors. All of the nominees for director were elected for a term expiring at the next annual meeting of stockholders and until their successors are duly elected and qualified by the votes set forth in the table below:

 

For

 

Against

 

Abstain

 

Broker

Non-Votes

 

Gregory B. Brown

 

26,101,120

 

 

3,759,850

 

 

24,360

 

 

1,150,015

 

Claes Glassell

 

29,656,231

 

 

205,091

 

 

24,008

 

 

1,150,015

 

Louis J. Grabowsky

 

29,393,567

 

 

467,338

 

 

24,425

 

 

1,150,015

 

Bernhard Hampl

 

29,686,357

 

 

174,761

 

 

24,212

 

 

1,150,015

 

Kathryn Rudie Harrigan

 

29,553,341

 

 

309,313

 

 

22,676

 

 

1,150,015

 

Ilan Kaufthal

 

28,971,341

 

 

889,317

 

 

24,672

 

 

1,150,015

 

Steven M. Klosk

 

29,630,352

 

 

230,015

 

 

24,963

 

 

1,150,015

 

Shlomo Yanai

 

28,710,252

 

 

1,151,983

 

 

23,095

 

 

1,150,015

 

 

 

2. Proposal 2 – Say on Pay. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the definitive proxy statement, by the votes set forth in the table below:

 

For

 

Against

 

Abstain

 

Broker

Non-Votes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28,979,799

 

 

88,927

 

 

16,604

 

 

1,150,015

 

 

 

3. Proposal 3 – Ratification of Independent Registered Public Accountants. The Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2019, by the votes set forth in the table below:

 

For

 

Against

 

Abstain

 

 

 

 

 

 

 

 

 

 

 

30,911,350

 

 

118,944

 

 

5,051

 

 

 

The proposal to ratify the appointment of BDO USA, LLP was a routine matter and, therefore, there were no broker non-votes relating to that matter.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.

 

 

 

CAMBREX CORPORATION

 

 

 

 

 

 

 

 

 

Date: April 25, 2019

By:

/s/ Samantha Hanley   

 

 

Name: 

Samantha Hanley

 

 

Title:

Vice President and General Counsel