UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 5, 2022, Ampco-Pittsburgh Corporation (the “Corporation”) held its annual meeting of shareholders. The following are the voting results for the proposals that were voted upon by the Corporation’s shareholders at that meeting:
| 1. | In the election of four directors for a term that expires in 2025: |
| For | Withheld | Broker Non-Votes |
||||||||||
| Robert A. DeMichiei |
9,430,654 | 411,409 | 4,126,903 | |||||||||
| Elizabeth A. Fessenden |
9,716,641 | 125,422 | 4,126,903 | |||||||||
| William K. Lieberman |
8,447,636 | 1,394,427 | 4,126,903 | |||||||||
| Laurence E. Paul |
9,742,979 | 99,084 | 4,126,903 | |||||||||
| 2. | To approve, in a non-binding advisory vote, the compensation of the Corporation’s named executive officers: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 9,299,653 | 362,631 | 179,779 | 4,126,903 |
| 3. | To ratify the appointment of BDO USA, LLP as the independent registered public accounting firm for 2022: |
| For |
Against |
Abstain | ||
| 13,616,689 | 168,727 | 183,550 |
Item 8.01 Other Events.
Non-Employee Director Compensation Policy to Include Election to Receive Annual Retainer in Shares of Common Stock
On May 5, 2022, the Board of Directors of the Corporation (the “Board”) adopted a Non-Employee Director Compensation Policy. Under the Non-Employee Director Compensation Policy, each non-employee director of the Corporation is entitled to receive an annual retainer of $50,000 for their service on the Board (the “Annual Retainer”) and additional annual retainers for service as the Chairperson of the Board or for service as chairperson or member of the Board’s standing committees. Additionally, each non-employee director will be granted an equity award consisting of shares of the Corporation’s common stock, $1.00 par value per share (“Common Stock”), that has an aggregate grant date fair value on the date of grant of $70,000. A non-employee director may elect to receive 100% of the value of the Annual Retainer in shares of Common Stock at the same time and in the same manner as their annual equity compensation. Each equity award shall vest on the one-year anniversary of the date of the grant, or on such other schedule as determined by resolution of the Board. The terms of any shares of Common Stock issued under the Non-Employee Director Compensation Policy will be governed by the Corporation’s 2016 Omnibus Incentive Plan, as amended from time to time. The amounts set forth above may be increased or decreased by resolution of the Board.
The description of the Non-Employee Director Compensation Policy set forth above does not purport to be complete and is qualified in its entirety by reference to Non-Employee Director Compensation Policy, a copy of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Ampco-Pittsburgh Corporation Non-Employee Director Compensation Policy, effective as of May 5, 2022. | |
| 10.2 | Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan, as amended and restated (incorporated by reference to Registration Statement on Form S-8 filed on May 13, 2021). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| AMPCO-PITTSBURGH CORPORATION | ||||||
| (Registrant) | ||||||
| Date May 9, 2022 | ||||||
| /s/ Michael G. McAuley | ||||||
| (Signature) | ||||||
| Michael G. McAuley | ||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||