Document


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) April 27, 2018 (April 24, 2018)
 
 
Harsco Corporation
 
 
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
001-03970
 
23-1483991
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
350 Poplar Church Road, Camp Hill, Pennsylvania
 
 
 
17011
(Address of principal executive offices)
 
 
 
(Zip Code)
 
 
 
 
 
Registrant’s telephone number, including area code   (717) 763-7064
 
 
 
 
(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 (see General Instructions A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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. ¨






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

On April 24, 2018, the Company held its Annual Meeting of Stockholders. At the Annual Meeting of Stockholders, the Company’s stockholders elected all eight of the Board of Director nominees to serve as Directors until the 2019 Annual Meeting of Stockholders and ratified the appointment of PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2018. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

As of the record date, there were 80,453,852 shares of the Company's common stock ("Common Shares") outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 69,797,885 shares, or approximately 87% of the outstanding Common Shares entitled to vote, were represented in person or by proxy. Those shares were voted as follows:

1.
The following individuals were nominated in 2018 to serve as Directors until the 2019 Annual Meeting of Stockholders. All nominees were elected. The results of the vote were as follows:

Name
Votes For
Votes Against
Broker Non-Votes
J.F. Earl
62,267,224
493,670
6,823,813
K.G. Eddy
61,494,888
1,296,242
6,823,813
D.C. Everitt
61,062,699
1,723,220
6,823,813
F.N. Grasberger
62,348,366
476,016
6,823,813
E. La Roche
62,122,402
664,050
6,823,813
M. Longhi
62,335,916
443,957
6,823,813
E.M. Purvis
62,307,417
457,635
6,823,813
P.C. Widman
62,367,173
400,523
6,823,813

2.
The appointment of PricewaterhouseCoopers LLP as independent auditors to audit the financial statements of the Company for the fiscal year ending December 31, 2018, was ratified. The results of the vote were as follows:

Votes For
Votes Against
Abstentions
68,108,160
1,519,374
170,351

3.
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of the vote were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
59,685,085
2,891,577
397,410
6,823,813


Item 9.01    Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed as part of this Form 8-K:

Exhibit No.    
 
Description
 
Press Release dated April 25, 2018
    




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.
 
 
Harsco Corporation
Date: April 27, 2018
 
/s/ Russell C. Hochman
 
 
Russell C. Hochman
 
 
Senior Vice President and General Counsel, Chief Compliance Officer & Corporate Secretary