false0001321646 0001321646 2020-05-22 2020-05-22
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 22, 2020
 
 
 
Kraton Corporation
(Exact name of registrant as specified in its charter)

 
Delaware
001-34581
20-0411521
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)

(I.R.S. Employer
Identification No.) 
 
15710 John F. Kennedy Blvd., Suite 300
Houston, TX 77032
(Address of principal executive offices, including zip code)
281-504-4700
(Registrant’s telephone number, including area code)
 
 
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
 
 
 
 
o
Securities registered pursuant to Section 12(b) of the Act:
 
 
Title of each class
 
Trading Symbol
 
Name of exchange on which registered
Common Stock, par value $0.01
 
KRA
 
New York Stock Exchange




Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)    On May 22, 2020, Kraton Corporation (the "Company") held its Annual General Meeting of Stockholders (the "Meeting"). At the Meeting, the stockholders of the Company approved the Kraton Corporation Amended and Restated 2016 Equity and Cash Incentive Plan (the "Plan"), as described in our definitive proxy statement for the Meeting filed with the U.S. Securities and Exchange Commission on April 9, 2020 (the "Proxy Statement"). The Plan previously had been approved, subject to stockholder approval, by the Board of Directors of the Company.
A summary of the Plan is set forth in our Proxy Statement. That summary and the foregoing description of the Plan are qualified in their entirety by reference to the text of the Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07     Submission of Matters to a Vote of Security Holders.
A total of 28,622,837 shares of common stock of the Company were represented in person or by proxy at the Meeting. The Company's stockholders considered four proposals as described in the Proxy Statement. The final results of the voting on each matter submitted to the Company's stockholders at the Meeting are set forth below.
Proposal 1 - Election of Class II Directors. The stockholders elected all three nominees for Class II director by the vote shown below.
Nominee
 
Votes "For"
 
Votes "Withheld"
 
Broker Non-Votes
Dominique Fournier
 
25,082,443
 
373,292
 
3,167,102
John J. Gallagher, III
 
25,271,484
 
184,251
 
3,167,102
Billie I. Williamson
 
25,276,322
 
179,413
 
3,167,102
Proposal 2 - Advisory Vote to Approve the Compensation of the Company's Named Executive Officers. The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.
Votes "For"
 
Votes "Against"
 
Abstentions
 
Broker Non-Votes
24,688,288
 
745,749
 
21,698
 
3,167,102
Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the retention of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020.
Votes "For"
 
Votes "Against"
 
Abstentions
 
Broker Non-Votes
27,491,934
 
1,126,166
 
4,737
 
--
Proposal 4 - Adoption of the Amended and Restated 2016 Equity and Cash Incentive Plan. The stockholders approved the adoption of the Amended and Restated 2016 Equity and Cash Incentive Plan.
Votes "For"
 
Votes "Against"
 
Abstentions
 
Broker Non-Votes
24,818,660
 
618,000
 
19,075
 
3,167,102





Item 9.01     Financial Statement and Exhibits.
(d)    Exhibits
Exhibit No.
 
Description
10.1*
 
 
Kraton Corporation Amended and Restated 2016 Equity and Cash Incentive Plan.
104
 
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Denotes compensatory plan.






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.
 
 
Kraton Corporation
 
 
 
 
 
Date: May 26, 2020
By:
/s/ James L. Simmons
 
 
 
James L. Simmons
 
 
 
Senior Vice President and General Counsel
 



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