Delaware
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000-51515
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20-1489747
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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395 Oyster Point Boulevard, Suite 415,
South San Francisco, California
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94080
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(Address of principal executive offices)
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(Zip Code)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Votes For
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Votes Against
|
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Abstain
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Broker
Non-Votes
(1)
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||||
Robert A. Allen
|
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42,883,969
|
|
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317,542
|
|
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5,757
|
|
|
1,051,332
|
|
Stuart W. Booth
|
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43,021,239
|
|
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180,272
|
|
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5,757
|
|
|
1,051,332
|
|
Gary F. Colter
|
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42,922,192
|
|
|
279,319
|
|
|
5,757
|
|
|
1,051,332
|
|
Laura Flanagan
|
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43,080,918
|
|
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120,198
|
|
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6,152
|
|
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1,051,332
|
|
Robert G. Gross
|
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43,151,692
|
|
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49,819
|
|
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5,757
|
|
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1,051,332
|
|
Thomas B. Perkins
|
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43,032,624
|
|
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168,857
|
|
|
5,787
|
|
|
1,051,332
|
|
Harvey L. Tepner
|
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42,829,270
|
|
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372,161
|
|
|
5,837
|
|
|
1,051,332
|
|
Randolph I. Thornton
|
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42,922,448
|
|
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279,063
|
|
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5,757
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|
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1,051,332
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|
J. Michael Walsh
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43,022,230
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|
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179,281
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|
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5,757
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|
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1,051,332
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|
|
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Votes For
|
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Votes Against
|
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Abstain
|
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Broker
Non-Votes
(1)
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||||
Advisory approval of executive compensation
|
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41,589,742
|
|
|
1,609,665
|
|
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7,861
|
|
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1,051,332
|
|
•
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Duly approved an amendment to the Company's Certificate of Incorporation to increase the total number of authorized shares of common stock from 100,000,000 shares to 150,000,000 shares
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Votes For
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Votes Against
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Abstain
|
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Broker
Non-Votes
(1)
|
||||
Approval of amendment
|
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33,632,116
|
|
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10,615,980
|
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10,504
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—
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Votes For
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Votes Against
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Abstain
|
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Broker
Non-Votes
(1)
|
||||
Deloitte & Touche LLP
|
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43,675,101
|
|
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578,050
|
|
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5,449
|
|
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—
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(1)
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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 applicable rules, 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.
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CORE-MARK HOLDING COMPANY, INC.
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Date: May 22, 2018
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By:
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/s/ CHRISTOPHER M. MILLER
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Name:
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Christopher M. Miller
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Title:
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Senior Vice President, Chief Financial Officer
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Number
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Description
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3.1
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1.
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The name of the corporation is Core-Mark Holding Company, Inc. (the “
Corporation
”).
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2.
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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.
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3.
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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:
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4.
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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 22, 2018, 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.
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By:
/s/ Thomas B. Perkins
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Name: Thomas B. Perkins
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Title: Chief Executive Officer
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