SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of June, 2017
Commission File Number: 001-37668
FERROGLOBE PLC
(Name of Registrant)
2nd Floor West Wing, Lansdowne House
57 Berkeley Square
London, W1J 6ER
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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Form 20-F ☒
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Form 40-F ☐
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Results of 2017 Annual General Meeting of Ferroglobe PLC
On June 28, 2017, Ferroglobe PLC (“Ferroglobe” or the “Company”) held its 2017 Annual General Meeting (“2017 AGM”). At the 2017 AGM fifteen matters were considered and acted upon. The results of the voting, including the number of votes cast for and against, are available on the Company’s website and are set forth in Exhibit 99.1, which is being furnished herewith.
Upon the conclusion of the 2017 AGM and the approval of the Special Resolution 15 (amendment of the Company’s articles of association), Pedro Larrea Paguaga, the Company’s Chief Executive Officer, has been appointed as a director with immediate effect and will hold office until the next Annual General Meeting, to be held in 2018.
Exhibits
Reference is made to the Exhibit Index included hereto.
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.
Date: June 28, 2017
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FERROGLOBE PLC
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By:
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/s/ Nick Deeming | |
| Name: Nick Deeming | |||
| Title: Corporate Secretary | |||
EXHIBIT INDEX
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Exhibit
No. |
Description
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99.1
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Voting Results of Annual General Meeting held on June 28, 2017
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Exhibit 99.1
FERROGLOBE PLC
VOTING RESULTS OF ANNUAL GENERAL MEETING
HELD ON JUNE 28, 2017
Ferroglobe PLC announces the results of its Annual General Meeting held on Wednesday June 28, 2017. [All resolutions were voted on by way of a poll and were passed].
The total number of votes received on each resolution is as follows:
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Resolution
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For
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% of
votes cast
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Against
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% of
votes
cast
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Votes
cast as
% of Issued Share Capital
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Withheld
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| 1. |
To receive the directors’ and auditor’s reports and the accounts of the Company for the financial year ended 31 December 2016.
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143,249,484
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99.99
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7,902
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0.01
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83.32
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110,470
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| 2. |
To receive and approve the directors’ remuneration report (excluding that part containing the directors’ remuneration policy) for the year ended 31 December 2016.
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143,312,228
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99.97
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42,290
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0.03
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83.37
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13,338
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| 3. |
To re-elect Javier López Madrid as a director.
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142,980,758
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99.74
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372,308
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0.26
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83.37
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14,790
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| 4. |
To re-elect Donald J. Barger, Jr. as a director.
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138,324,693
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96.49
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5,028,975
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3.51
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83.37
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14,188
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| 5. |
To re-elect Bruce L. Crockett as a director.
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135,830,843
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94.75
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7,522,825
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5.25
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83.37
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14,188
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Resolution
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For
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% of
votes cast
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Against
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% of
votes
cast
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Votes
cast as
% of
Issued
Share Capital
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Withheld
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| 6. |
To re-elect Stuart E. Eizenstat as a director.
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139,814,507
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97.53
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3,539,161
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2.47
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83.37
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14,188
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| 7. |
To re-elect Greger Hamilton as a director.
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134,909,945
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94.11
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8,443,723
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5.89
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83.37
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14,188
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| 8. |
To re-elect Javier Monzón as a director.
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135,830,707
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94.75
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7,522,961
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5.25
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83.37
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14,188
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| 9. |
To re-elect Juan Villar-Mir de Fuentes as a director.
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142,052,650
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99.09
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1,301,018
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0.91
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83.37
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14,188
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| 10. |
To re-elect Manuel Garrido y Ruano, appointed as a director since the last Annual General Meeting, as a director.
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142,988,046
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99.75
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365,022
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0.25
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83.37
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14,788
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| 11. |
To appoint Deloitte LLP as auditor of the Company to hold office from the conclusion of the Annual General Meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
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142,812,683
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99.63
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531,200
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0.37
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83.37
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23,973
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| 12. |
To authorise the Audit Committee of the Board to determine the auditor’s remuneration.
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142,821,722
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99.63
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530,283
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0.37
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83.37
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15,851
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| 13. |
To generally authorise the Company, pursuant to section 693A of the Companies Act, to make one or more off-market purchases (within the meaning of section 693(2) of the Companies Act) of any class of the Company’s ordinary shares of $0.01 each (“Ordinary Shares”, each an “Ordinary Share”), excluding, for the avoidance of doubt, the class A ordinary shares in the Company, for the purposes of and pursuant to the Incentive Plan (as described in the notice of Annual General Meeting dated 3 June 2016) approved by the Annual General Meeting of the Shareholders on 29 June 2016, and on such terms and in such manner as the directors may from time to time determine, provided that: (a) the minimum price which may be paid for each Ordinary Share (exclusive of expenses) shall be the nominal value of that Ordinary Share; (b) the maximum aggregate number of Ordinary Shares authorised to be purchased is 5,000,000; (c) the maximum price (exclusive of expenses) which may be paid for each Ordinary Share shall be the higher of: (i) an amount equal to 105% of the average of the closing middle market quotations for an Ordinary Share, as derived from the NASDAQ Global Select Market, for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent purchase bid at the time on the trading venue where the purchase is carried out. Such authority to expire at close of business on the fifth anniversary of the passing of this resolution, but during this period the Company may enter into a contract to purchase Ordinary Shares, which would, or might, be completed or executed wholly or partly after the authority ends and the Company may purchase Ordinary Shares pursuant to such contract as if the authority had not ended.
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123,372,310
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86.10
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19,911,210
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13.90
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83.33
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84,336
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| 14. |
To authorise the Company and each company which is or becomes a subsidiary of the Company at any time during the period for which this resolution has effect, in accordance with sections 366 and 367 of the Companies Act, (a) to make political donations to political parties and/or independent election candidates; (b) to make political donations to political organisations other than political parties; and (c) to incur political expenditure, provided that (i) the aggregate amount of political donations made or political expenditure incurred by the Company and its subsidiaries in such period shall not exceed £100,000 for the purposes of this resolution; (ii) ‘political donations’, ‘political organisations’, ‘political parties’, ‘independent election candidates’ and ‘political expenditure’ have the meanings given in sections 363 to 365 of the Companies Act; and (iii) this authority shall expire on the date immediately preceding the fourth anniversary of the passing of this resolution.
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123,158,812
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85.92
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20,185,394
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14.08
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83.37
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23,650
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| 15. |
To amend as set out in the schedule to the Annual General Meeting notice dated 2 June 2016 the definition of“Director Nominees” in the Company’s articles of association and articles 24, 25.4, 25.7, and 25.8, in order to increase the maximum number of directors of the Company so that the Chief Executive Officer of the Company may be appointed as a director.
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143,246,750
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99.93
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106,290
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0.07
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83.37
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14,816
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