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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, 2020
Date of Report
(Date of earliest event reported)
____________________
core-20200519_g1.jpg
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.)
 

1500 Solana Boulevard, Suite 3400
76262
Westlake,
Texas
(Address of principal executive offices)
(Zip Code)
(940) 293-8600
(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:
☐ 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 classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.01 per shareCORENASDAQ Global Select Market



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.    ☐



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

(a) The Annual Meeting was held on May 19, 2020.

(b) Of the 45,086,055 shares of common stock outstanding and entitled to vote, 42,455,153 shares, or 94.2%, were represented at the Annual Meeting. During the Annual Meeting, the stockholders voted on the following matters:

Proposal 1 – Election of Directors

•  Duly elected the following nine individuals to the Board of Directors to serve as directors until the 2021 Annual    Meeting of Stockholders or until their successors have been duly elected and qualified:

Votes ForVotes AgainstAbstain
Broker
Non-Votes(1)
Stuart W. Booth40,367,925  865,523  23,433  1,198,272  
Gary F. Colter39,850,027  1,383,961  22,893  1,198,272  
Rocky Dewbre41,120,088  113,616  23,177  1,198,272  
Laura Flanagan40,807,305  426,284  23,292  1,198,272  
Robert G. Gross40,950,829  283,011  23,041  1,198,272  
Scott E. McPherson40,579,887  654,093  22,901  1,198,272  
Diane Randolph41,137,680  95,918  23,283  1,198,272  
Harvey L. Tepner39,850,040  1,383,948  22,893  1,198,272  
Randolph I. Thornton39,676,370  1,557,619  22,892  1,198,272  


























———————————————————————————————————————————————————
(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 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.


Proposal 2 – Advisory Resolution to Approve Named 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 9, 2020.

Votes ForVotes AgainstAbstain
Broker
Non-Votes(1)
Advisory approval of executive compensation40,845,551  385,913  25,417  1,198,272  


Proposal 3 – 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, 2020.

Votes ForVotes AgainstAbstain
Broker
Non-Votes(1)
Deloitte & Touche LLP41,627,144  804,974  23,035  —  

Item 8.01. Other Events.
On May 26, 2020, the Company appointed Jennifer Hulett as Senior Vice President and Chief Human Resources Officer, effective immediately. A copy of the press release announcing the appointment of Ms. Hulett is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following are filed as exhibits to this report:

Number 
Description 
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)








———————————————————————————————————————————————————
(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 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.


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 26, 2020
By:
/s/ CHRISTOPHER M. MILLER
Name:
Christopher M. Miller
Title:
Senior Vice President, Chief Financial Officer