Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 12, 2020

W. R. GRACE & CO.

(Exact name of registrant as specified in its charter)



Delaware	1-13953	65-0773649
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7500 Grace Drive, Columbia, Maryland 21044-4098

(Address of principal executive offices) (Zip Code)

(410) 531-4000

(Registrant’s Telephone Number, Including Area Code)

(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))



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, $.01 par value per share	GRA	New York Stock Exchange

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).

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. ☐

W. R. GRACE & CO.

FORM 8-K

CURRENT REPORT


Item 5.07.	Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on May 12, 2020 (the “Annual Meeting”). The holders of a total of 55,130,609 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting, representing approximately 83.31% of the voting power entitled to vote at the meeting. The certified results of the matters voted upon at the meeting (with rounding for fractional shares), which are more fully described in the Company’s Proxy Statement, are as follows:


1.	The stockholders elected the following nominees to the Board of Directors, by the following votes:



	For	Against	Abstain	Broker Non-Votes
Class III -
Julie Fasone Holder	49,670,091	214,759	51,704	5,194,055
Christopher Steffen	49,261,212	622,869	52,473	5,194,055
Shlomo Yanai	49,281,804	602,153	52,597	5,194,055


2.	The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, by the following vote:



For	Against	Abstain	Broker Non-Votes
54,570,201	508,860	51,548	—


3.	The stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the Proxy Statement, by the following vote:



For	Against	Abstain	Broker Non-Votes
49,384,591	486,812	65,151	5,194,055


Item 8.01.	Other Events.

As anticipated per the Company's disclosure in its Proxy Statement, Kathleen G. Reiland was appointed as a Class I director of the Company (effective immediately prior to the expiration of her term as a Class III director), with a term expiring at the Company's 2021 Annual Meeting of Shareholders. Ms. Reiland continues as a member of each of the committees of the Company's Board of Directors.


Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.	Description of Exhibit	Location
101.INS	Inline XBRL Instance Document	The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema	Filed herewith
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase	Filed herewith
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase	Filed herewith
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase	Filed herewith
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase	Filed herewith
104	Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)	Filed herewith

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.



	W. R. GRACE & CO.
	(Registrant)

	By	/s/ Mark A. Shelnitz
		Mark A. Shelnitz
		Senior Vice President, General Counsel, and Secretary

Dated: May 12, 2020