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
May 19, 2015
Date of Report
(Date of earliest event reported)
____________________
Core-Mark Holding Company, Inc.
(Exact name of registrant as specified in its charter)
____________________  
Delaware
000-51515
20-1489747
(State or other jurisdiction of  
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
395 Oyster Point Boulevard, Suite 415
South San Francisco, California
94080
(Address of principal executive offices)
(Zip Code)
(650) 589-9445
(Registrant's 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 5.03.     Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year.
 
On May 20, 2015, Core-Mark Holding Company, Inc. (the “Company”) filed a Certificate of Amendment with the Secretary of State of the State of Delaware in order to effect an increase of the total number of shares of the Company’s common stock the Company is authorized to issue from 50,000,000 to 100,000,000.
 
As disclosed in further detail under Item 5.07 below, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect the authorized share increase.
 
The authorized share increase became effective on May 20, 2015. The Certificate of Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and its terms are incorporated herein by reference.


Item 5.07.    Submission of Matters to a Vote of Security Holders.
    
On May 19, 2015 , the Company held its 2015 Annual Meeting of Stockholders. Of the 23,141,080 shares of common stock outstanding and entitled to vote, 21,618,601 shares, or 93.4% , were represented at the meeting. During the meeting, the stockholders approved the following matters:

Proposal 1 – Election of Directors
• Duly elected the following eight individuals to the Board of Directors to serve as directors until the 2016 Annual Meeting of Stockholders or until their successors have been duly elected and qualified.
 
 
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes (1)
Robert A. Allen
 
20,679,813

 
190,887

 
2,993

 
744,908

Stuart W. Booth
 
20,716,880

 
153,815

 
2,998

 
744,908

Gary F. Colter
 
20,614,434

 
256,190

 
3,069

 
744,908

Robert G. Gross
 
20,680,299

 
190,396

 
2,998

 
744,908

Thomas B. Perkins
 
20,716,236

 
154,458

 
2,999

 
744,908

Harvey L. Tepner
 
20,693,022

 
177,673

 
2,998

 
744,908

Randolph I. Thornton
 
20,693,150

 
177,474

 
3,069

 
744,908

J. Michael Walsh
 
20,714,771

 
155,923

 
2,999

 
744,908


Proposal 2 – Advisory Resolution to Approve Executive Compensation
• Duly approved, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in our Proxy Statement as filed with the Securities and Exchange Commission on April 8, 2015 .     
 
 
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes (1)
Advisory approval of executive compensation
 
20,626,366

 
91,229

 
156,098

 
744,908

    
Proposal 3 – Approval of an Amendment to the Certificate of Incorporation to Increase Authorized Shares
•
Duly approved the increase of total number of authorized shares of common stock from 50,000,000 shares to 100,000,000 shares.
 
 
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes (1)
Approval of share increase
 
12,758,998

 
8,840,109

 
19,494

 
—





Proposal 4 – Ratification of Selection of Independent Registered Public Accounting Firm
• Duly ratified Deloitte & Touche LLP to serve as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2015 .
 
 
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes (1)
Deloitte & Touche LLP
 
21,325,112

 
289,863

 
3,626

 
—


(1)
A non-vote occurs when brokers or nominees have voted on some of the matters to be acted on at a meeting, but do not vote on certain other matters because, under the rules of the New York Stock Exchange (which govern brokers even if they hold NASDAQ securities), they are not allowed to vote on those other matters without instructions from the beneficial owner of the shares. Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting, but have no effect on the outcome of the vote for the election of directors or the advisory approval of executive compensation.

Item 9.01. Financial Statements and Exhibits.     
(d) Exhibits.
The following are filed as exhibits to this report:
Number  
 
Description  
3.1
 
Certificate of Amendment to Certificate of Incorporation of Core-Mark Holding Company, Inc.




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.
 
 
 
Core-Mark Holding Company, Inc.
 
 
 
 
Date: May 21, 2015
 
By:
/s/ Stacy Loretz-Congdon
 
 
Name:
Stacy Loretz-Congdon
 
 
Title:
Chief Financial Officer






EXHIBIT INDEX
Number  
 
Description  
3.1
 
Certificate of Amendment to Certificate of Incorporation of Core-Mark Holding Company, Inc.




Exhibit 3.1



CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
CORE-MARK HOLDING COMPANY, INC.

Core-Mark Holding Company, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify as follows:
1.
The name of the corporation is Core-Mark Holding Company, Inc. (the “ Corporation ”).
2.
The Corporation was originally incorporated under the same name and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on August 20, 2004.
3.
By unanimous consent of its members, in accordance with the provisions of Sections 141 and 242 of the DGCL, the Board of Directors of the Corporation duly adopted resolutions amending the certificate of incorporation as follows:

Article Four, Section 1 shall be amended and restated to read in its entirety as follows:
“Section 1.      Authorized Shares . The total number of shares of capital stock which the Corporation has authority to issue is one-hundred million (100,000,000) shares of Common Stock, par value $.01 per share (“ Common Stock ”).
The Common Stock shall have the rights, preferences and limitations set forth below.”
4.
Thereafter, pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted at an Annual Meeting of stockholders held on May 19, 2015, by affirmative vote of the holders of a majority of the shares of Common Stock in accordance with the provisions of Section 242 of the DGCL.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]





IN WITNESS WHEREOF, Core-Mark Holding Company, Inc. has caused this Certificate of Amendment to be signed by its President and Chief Executive Officer on this 20th day of May, 2015.

 
 
Core-Mark Holding Company, Inc.
 
 
 
 
 
 
By:
/s/ Thomas B. Perkins
 
 
Name:
Thomas B. Perkins
 
 
Title:
President and Chief Executive Officer