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 16, 2023 |
ACCO BRANDS Corp
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-08454 |
36-2704017 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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Four Corporate Drive |
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Lake Zurich, Illinois |
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60047 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (847) 541-9500 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common Stock, par value $0.01 per share |
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ACCO |
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New York Stock Exchange |
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. ☐
Section 5 - Coporate Governance and Management
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders of ACCO Brands Corporation (the "Company") on May 16, 2023 (the "2023 Annual Meeting"), the Company's stockholders approved an amendment (the “Amendment”) to the 2022 ACCO Brands Corporation Incentive Plan (the "Plan") to increase the number of shares available for future grant under the Plan by 8,275,000 shares. A copy of Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Item 1: The election of nine directors for a one-year term expiring at the 2024 Annual Meeting of Stockholders:
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For |
Against |
Abstain |
Broker Non-Vote |
Joseph B. Burton |
74,371,250 |
2,420,888 |
74,409 |
8,493,997 |
Kathleen S. Dvorak |
73,391,598 |
3,413,173 |
61,776 |
8,493,997 |
Boris Elisman |
72,843,695 |
3,954,228 |
68,624 |
8,493,997 |
Pradeep Jotwani |
72,535,588 |
4,256,194 |
74,765 |
8,493,997 |
Robert J. Keller |
73,201,358 |
3,598,987 |
66,202 |
8,493,997 |
Thomas Kroeger |
71,222,579 |
5,573,527 |
70,441 |
8,493,997 |
Ron Lombardi |
73,953,389 |
2,836,549 |
76,609 |
8,493,997 |
Graciela I. Monteagudo |
63,708,847 |
13,092,001 |
65,699 |
8,493,997 |
E. Mark Rajkowski |
73,322,161 |
3,403,930 |
140,456 |
8,493,997 |
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Item 2: The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2023:
For |
Against |
Abstain |
Broker Non-Votes |
84,458,408 |
854,590 |
47,546 |
0 |
Item 3: The approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers:
For |
Against |
Abstain |
Broker Non-Votes |
73,031,819 |
3,470,112 |
364,616 |
8,493,997 |
Item 4: The approval, by non-binding advisory vote, of the frequency of holding an advisory vote on the compensation of the Company's named executive officers:
1 Year |
2 Years |
3 Years |
Abstain |
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68,955,976 |
70,906 |
7,578,795 |
260,870 |
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In light of the voting results on the frequency of holding the non-binding advisory vote on the compensation of the Company’s named executive officers, the Company will continue to hold such advisory votes annually until the next required stockholder vote on the frequency of holding advisory votes on named executive officer compensation, which will occur not later than the 2030 annual meeting.
Item 5: The approval of an amendment to the 2022 ACCO Brands Corporation Incentive Plan to increase the number of shares reserved for issuance:
For |
Against |
Abstain |
Broker Non-Votes |
56,192,342 |
20,486,719 |
187,486 |
8,493,997 |
Item 9.01 Financial Statements and Exhibits.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
10.1 First Amendment to 2022 ACCO Brands Corporation Incentive Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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ACCO Brands Corporation |
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Date: |
May 19, 2023 |
By: |
/s/ Pamela R. Schneider |
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Pamela R. Schneider, Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 10.1
FIRST AMENDMENT TO
2022 ACCO BRANDS CORPORATION INCENTIVE PLAN
WHEREAS, ACCO Brands Corporation, a Delaware corporation, (the “Corporation”) established an incentive compensation plan known as the 2022 ACCO Brands Corporation Incentive Plan (the “Plan”) effective May 17, 2022; and
WHEREAS, effective upon stockholder approval on May 16, 2023 (the “Amendment Effective Date”), the Corporation wishes to increase the number of shares available for grant to participants under the Plan.
NOW, THEREFORE, the Plan is hereby amended as follows as of the Amendment Effective Date:
"(a) Subject to adjustment as provided in Section 4.3, the maximum number of Shares available for grant to Participants under this Plan (the “Share Authorization”) shall be:
(i) 8,275,000 Shares; plus
(ii) 7,250,000 Shares, which is the number of Shares that were authorized for grant under the Plan as originally adopted; plus
(iii) 469,631 Shares, which is the number of Shares remaining for grant under the 2019 Plan as of the Effective Date; plus
(iv) the number of shares subject to outstanding awards as of the Effective Date under the 2019 Plan that on or after the Effective Date cease for any reason to be subject to such awards (other than in connection with the exercise or settlement of the awards including shares withheld to satisfy the exercise price or tax withholding obligations) on the basis of: (A) one share for each such share issued as an Option or SAR and (B) 2.00 Shares for each such Share issued as a Full-Value Award; plus
(v) the number of Shares subject to outstanding awards as of the Effective Date under the ACCO Brands Corporation Incentive Plan (As Amended and Restated Effective May 12, 2015) that on or after the Effective Date cease for any reason to be subject to such awards (other than in connection with the exercise or settlement of the awards including shares withheld to satisfy the exercise price or tax withholding obligations) on the basis of: (A) one share for each such share issued as an Option or SAR and (B) 2.06 Shares for each such Share issued as a Full-Value Award.”
“(c) The maximum number of Shares of the Share Authorization that may be issued pursuant to ISOs under this Plan shall be 15,994,631 Shares, but not more than the total number of Shares authorized pursuant to Section 4.1(a).”