form8kremultitem5.htm
 
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: April 24, 2012
(Date of earliest event reported)


A. M. CASTLE & CO.
(Exact name of registrant as specified in its charter)


Maryland
1-5415
36-0879160
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)



1420 Kensington Road, Suite 220
 Oak Brook, IL 60523
(Address of principal executive offices)

 
Registrant's telephone number including area code: (847) 455-7111


Not Applicable
(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 Instruction A.2. below):

[  ] 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 13 e-4(c) under the Exchange Act (17 CFR 240.13 e-4(c))
 
 
 
 
 

 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 24, 2012, G. Nicholas Jones’ employment with A.M. Castle & Co. (the “Company”) terminated, and he ceased serving in his position as Vice President and President, Castle Metals Oil & Gas.
 
 
 
 Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
As described in Item 5.07 of this Current Report, at the Annual Meeting of Stockholders of the Company held on April 26, 2012, upon recommendation of the Board of Directors, the stockholders voted on and approved an amendment to the Company’s charter to increase the number of authorized shares of common stock from 30,000,000 shares to 60,000,000 shares. The increase in the number of authorized shares of common stock was effected pursuant to Articles of Amendment (the “Articles of Amendment”), filed with the State Department of Assessments and Taxation of Maryland on April 27, 2012.  A copy of the Articles of Amendment is attached as Exhibit 3.1 hereto and is incorporated into this Item 5.03 by reference.
 
 
 
 Item 5.07  Submission of Matters to a Vote of Security Holders.
 
The Company held its Annual Meeting on April 26, 2012.  The final voting results of the Proposals submitted to a vote of the shareholders are set forth below:

Proposal 1: The following nominees were elected to the Board of Directors to serve a one-year term expiring at the 2013 annual meeting of stockholders or until their successors are duly elected and qualified.  There were no abstentions with respect to this matter.  The results of the voting for the election of directors were as follows:

Nominee
  
Votes For
  
Votes Withheld
  
Broker Non-Votes
Brian P. Anderson
  
18,340,742
  
21,483
  
3,024,145
Reuben S. Donnelley
  
18,337,780
  
24,445
  
3,024,145
Ann M. Drake
  
18,300,757
  
61,468
  
3,024,145
Michael H. Goldberg
  
18,335,719
  
26,506
  
3,024,145
Patrick J. Herbert, III
  
17,705,167
  
657,058
  
3,024,145
Terrence J. Keating
  
18,342,093
  
20,132
  
3,024,145
James D. Kelly
  
18,300,717
  
61,508
  
3,024,145
Pamela Forbes Lieberman
  
18,338,208
  
24,017
  
3,024,145
Gary A. Masse
  
18,340,111
  
22,114
  
3,024,145
John McCartney
  
18,320,811
  
41,414
  
3,024,145


Proposal 2: The Company’s shareholders approved certain issuances of shares of common stock upon conversion of our 7.0% Convertible Senior Notes due 2017.  The results of the voting were as follows:
 
Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
17,853,455
  
375,593
  
133,177
  
3,024,145
 
 
Proposal 3: As described in Item 5.03 Above, the Company’s shareholders approved an amendment to our Charter to increase the number of authorized shares of out common stock.  The results of the voting were as follows:
 
Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
16,860,330
  
1,376,543
  
125,352
  
3,024,145

 
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Proposal 4: The Company’s shareholders approved the advisory vote on executive compensation.  The results of the voting were as follows:

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
15,244,850
  
3,046,682
  
70,693
  
3,024,145


Proposal 5: The Company’s shareholders approved the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.  There were no broker non-votes with respect to this matter.  The results of the voting were as follows:

Votes For
  
Votes Against
  
Votes Abstained
21,086,777
  
292,709
  
6,883


Item 9.01       Financial Statements and Exhibits.
 
(d) Exhibits
 
     
 
Exhibit No.
  
 
Description
3.1
  
Articles of Amendment of the Charter of the Company, filed with the State of Maryland on April 27, 2012.

 
 
 
 

 

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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.


 
A. M. CASTLE & CO.
  
       
April 30, 2012
By:
/s/ Robert J. Perna
  
   
Robert J. Perna
  
   
Vice President, General Counsel & Secretary
  
 
 
 
 
 
 

 

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EXHIBIT INDEX
 
         
 
Exhibit No.
  
 
Description
  
 
Page No.
           
3.1
  
Articles of Amendment of the Charter of the Company, filed with the State of Maryland on April 27, 2012.
  
EX-1-

 
 
 
 
 
 
 
 
 
 
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