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): March 4, 2015
GLOBAL BRASS AND COPPER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-35938 | 06-1826563 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
475 N. Martingale Road Suite 1050 Schaumburg, IL |
60173 | |||
(Address of principal executive offices) | (Zip Code) |
(847) 240-4700
(Registrants 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 satisfy simultaneously 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)) |
Section 2 Financial Information
Item 2.02 Results of Operations and Financial Condition.
On March 9, 2015, Global Brass and Copper Holdings, Inc. (the Company) issued a press release reporting financial results for the fourth quarter and full year of 2014 and providing its guidance for the full year of 2015. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information contained in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Section 5 Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 4, 2015, the Companys Board of Directors (the Board) adopted an amendment (the By-laws Amendment) to Section 2.9 of Article II of the Companys Amended and Restated By-laws (as so amended, the Amended By-laws) to provide for a majority vote standard in uncontested elections of directors. As a result, in future elections of directors in which the number of nominees for director is equal to or less than the number of directors to be elected, each director of the Company will be elected by a majority of the votes cast by holders entitled to vote on elections of directors, assuming a quorum is present. Under the Amended By-laws, a director nominee in an uncontested director election will be elected only if the number of shares voted for the director nominees election exceeds the number of shares voted against the director nominees election, assuming a quorum is present. Abstentions and broker non-votes will not be counted as votes cast either for or against that directors election. In an uncontested election, a sitting director or director nominee who does not receive more votes for his or her election than against will not be elected.
The Board has established procedures in its Corporate Governance Guidelines providing that an incumbent director must tender his or her resignation immediately following the certification of the stockholder vote relating to such directors election if he or she fails to receive the number of votes required for re-election. If any director nominee fails to receive a majority vote in an uncontested election, the Nominating and Governance Committee (the Committee) will consider the resignation and make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken.
Within ninety (90) days following such certification of the stockholder vote, the Committee will determine whether to accept the directors resignation or take other action and will submit such recommendation for prompt consideration by the Board. The Board will act promptly on the Committees recommendation and will disclose its decision whether to accept the directors tendered resignation (and the reasons for rejecting the resignation, if applicable) in a Form 8-K furnished with the United States Securities and Exchange Commission. The Committee may consider any factors it deems relevant in determining whether to accept a directors resignation. In the event that one or more directors resignations are accepted by the Board, the Committee will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board. If the Board does not accept a directors resignation under these provisions, the director will continue to serve until his or her successor is duly elected and qualified or until the directors earlier death, other resignation, or removal.
Prior to the adoption of the By-laws Amendment, the Companys directors were elected by a plurality of the votes cast by holders of shares entitled to vote on the election of directors. In the case of any future contested elections of directors, directors will continue to be elected by the vote of a plurality of the votes cast on the election of directors. For purposes of the Amended By-laws, a contested election is an election of directors in which the number of nominees for director is greater than the number of directors to be elected. The date for determining if an election is contested or uncontested has been set at ten (10) days before the Company first provides notice of such meeting where the election will occur.
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The By-laws Amendment became effective immediately upon its adoption by the Board on March 4, 2015. The foregoing description of the By-laws Amendment is not complete and is qualified in its entirety by reference to the text of the By-laws Amendment, a copy of which is attached as Exhibit 3.2 to this Current Report on Form 8-K.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit Number |
Exhibit Description | |
3.2 | Amendment to Amended and Restated By-laws. | |
99.1 | Press release issued March 9, 2015, announcing financial results, furnished herewith. |
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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 thereunto duly authorized.
GLOBAL BRASS AND COPPER HOLDINGS, INC. | ||||||
Date: March 10, 2015 | By: | /s/ Robert T. Micchelli | ||||
Name: Robert T. Micchelli | ||||||
Title: Chief Financial Officer |
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EXHIBIT INDEX
Exhibit Number |
Exhibit Description | |
3.2 | Amendment to Amended and Restated By-laws. | |
99.1 | Press release issued March 9, 2015, announcing financial results, furnished herewith. |
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