Innophos Holdings, Inc. (Form: 8-K, Received: 05/15/2019 16:54:50)

INNOPHOS HOLDINGS, INC.

May 15, 2019

/s/ Joshua Horenstein

Joshua Horenstein

Senior Vice President, Chief Legal and Human Resources Officer and Corporate Secretary

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 15, 2019 (May 14, 2019)

INNOPHOS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-33124	20-1380758
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

259 Prospect Plains Road, Cranbury, New Jersey		08512
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code		609-495-2495

Not Applicable

(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:

☐	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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.001 per share

IPHS

NASDAQ Global Select Market

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the 2019 Annual Meeting of Stockholders (the “Meeting”) of Innophos Holdings, Inc. (the “Company”) held on May 14, 2019, the Company’s stockholders voted on the three proposals disclosed in the Company’s Proxy Statement for the Meeting: (i) Proposal 1 – Election of eight members of the Board of Directors for terms extending until the next Annual Meeting; (ii) Proposal 2 – Ratification of Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2019; and (iii) Proposal 3 – Advisory Vote on Approval of Executive Compensation.

The final results of the voting were as follows:

Proposal 1 – Election of Board Members


Director Nominee	For		Against		Abstain		Broker Non-Vote
Gary Cappeline		16,125,619		544,685		34,137		1,445,168
Jane Hilk		16,424,220		246,083		34,138		1,445,168
Kim Ann Mink		15,924,719		745,584		34,138		1,445,168
Linda Myrick		16,126,541		543,762		34,138		1,445,168
Karen Osar		16,032,825		637,479		34,137		1,445,168
John Steitz		16,253,831		416,065		34,545		1,445,168
Peter Thomas		16,297,205		372,690		34,546		1,445,168
Robert Zatta		16,319,982		349,913		34,546		1,445,168

Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm


For	Against	Abstain	Broker Non-Vote
17,355,248	786,548	7,813	N/A

Proposal 3 – Advisory Vote on Approval of Executive Compensation


For	Against	Abstain	Broker Non-Vote
15,262,986	1,392,605	48,850	1,445,168

SIGNATURES

According 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.