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 23, 2018
 
 
 
Kraton Corporation
(Exact name of registrant as specified in its charter)

 
Delaware
001-34581
20-0411521
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)

(I.R.S. Employer
Identification No.) 
 
15710 John F. Kennedy Blvd., Suite 300
Houston, TX 77032
(Address of principal executive offices, including zip code)
281-504-4700
(Registrant’s telephone number, including area code)
 
 
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))

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 o
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 Securities Exchange Act of 1934: o


 
 
 



Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)    On May 23, 2018, Kraton Corporation (the "Company") held its Annual General Meeting of Stockholders (the "Meeting"). At the Meeting, the stockholders of the Company approved the First Amendment to the Kraton Corporation 2016 Equity and Cash Incentive Plan (the "Amendment") to increase the number of shares available under the plan by 1.8 million shares, as described in our definitive proxy statement for the Meeting filed with the U.S. Securities and Exchange Commission on April 13, 2018 (the "Proxy Statement"). The Amendment previously had been approved, subject to stockholder approval, by the Board of Directors of the Company.
A summary of the Amendment is set forth in our Proxy Statement. That summary and the foregoing description of the Amendment are qualified in their entirety by reference to the text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07     Submission of Matters to a Vote of Security Holders.
A total of 29,618,915 shares were represented in person or by proxy at the Meeting. The Company's stockholders considered four proposals as described in the Proxy Statement. The final results of the voting on each matter submitted to the Company's stockholders at the Meeting are set forth below.
Proposal 1 - Election of Class III Directors. The stockholders elected all three nominees for Class III director by the vote shown below.
Nominee
 
Votes "For"
 
Votes "Withheld"
 
Broker Non-Votes
Shelley J. Bausch
 
27,630,325
 
156,161
 
1,832,429
Kevin M. Fogarty
 
27,745,237
 
41,249
 
1,832,429
Karen A. Twitchell
 
27,680,939
 
105,547
 
1,832,429
Proposal 2 - Advisory Vote on the Compensation of the Company's Named Executive Officers. The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.
Votes "For"
 
Votes "Against"
 
Abstentions
 
Broker Non-Votes
27,619,043
 
160,298
 
7,145
 
1,832,429
Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the retention of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2018.
Votes "For"
 
Votes "Against"
 
Abstentions
 
Broker Non-Votes
29,182,993
 
429,874
 
6,048
 
N/A
Proposal 4 - Adoption and Approval of an Amendment to the 2016 Equity and Cash Incentive Plan to Increase the Number of Shares Available for Issuance Thereunder. The stockholders approved the adoption of an amendment to the 2016 Equity and Cash Incentive Plan to increase the number of shares available for issuance thereunder.

Votes "For"
 
Votes "Against"
 
Abstentions
 
Broker Non-Votes
26,594,875
 
1,185,698
 
5,913
 
1,832,429







Item 9.01     Financial Statement and Exhibits.
(d)    Exhibits
Exhibit No.
 
Description
 
 
First Amendment to the Kraton Corporation 2016 Equity and Cash Incentive Plan.
* Denotes compensatory 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.
 
 
Kraton Corporation
 
 
 
 
 
Date: May 25, 2018
By:
/s/ Stephen E. Tremblay
 
 
 
Stephen E. Tremblay
 
 
 
Executive Vice President and Chief Financial Officer
 


Exhibit
Exhibit 10.1

FIRST AMENDMENT TO THE
KRATON CORPORATION
2016 EQUITY AND CASH INCENTIVE PLAN

WHEREAS, Kraton Corporation (the “Company”) has established and maintains the Kraton Corporation 2016 Equity and Cash Incentive Plan (“Plan”); and
WHEREAS, under Section 13 of the Plan, the Company may amend the Plan by action of the Board.
NOW, THEREFORE, subject to shareholder approval at the annual meeting on May 23, 2018 (the “Effective Date”), the Board amends the Plan as follows:
1.
Section 5(a) of the Plan is amended by replacing the number “1,550,000” with the number “3,350,000.”
2.
The Plan shall remain in full force and effect and, as amended by this Amendment, is ratified and affirmed in all respects.


IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer as of this 23rd day of May 2018, and effective as of the Effective Date set forth above.

KRATON CORPORATION

By:     /s/ James L. Simmons     
Name:     James L. Simmons
Title:
Senior Vice President, General Counsel and Secretary