8-K

 

 

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 26, 2013

(Date of earliest event reported)

 

 

RTI International Metals, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Ohio

(State or Other Jurisdiction

of Incorporation)

 

001-14437   52-2115953

(Commission

File Number)

 

(IRS Employer

Identification No.)

Westpointe Corporate Center One, 5th Floor

1550 Coraopolis Heights Road

Pittsburgh, Pennsylvania

 

15108-2973
(Address of Principal Executive Offices)   (Zip Code)

(412) 893-0026

(Registrant’s Telephone Number, Including Area Code)

(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))

 

 

 


ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Annual Meeting of Shareholders of RTI International Metals, Inc. (the “Company”) was held on April 26, 2013. The following proposals were submitted by the Board of Directors to a vote of shareholders and the final results of the voting on each proposal are noted below.

Proposal No. 1 — Election of Directors

The following ten (10) directors were nominated to serve for one-year terms expiring at the annual meeting of shareholders to be held in 2014, or when their successors are otherwise duly elected and qualified. The ten (10) directors, as indicated below, were elected as directors of the Company.

 

Nominee

   For      Withheld      Broker
Non-Votes
 

Daniel I. Booker

     27,236,096         532,437         1,342,992   

Ronald L. Gallatin

     27,427,123         341,410         1,342,992   

Robert M. Hernandez

     27,420,884         347,649         1,342,992   

Dawne S. Hickton

     27,509,138         259,395         1,342,992   

Edith E. Holiday

     25,093,709         2,674,824         1,342,992   

Jerry Howard

     27,643,576         124,957         1,342,992   

Rokus L. van Iperen

     27,643,718         124,815         1,342,992   

Mario Longhi

     27,641,354         127,179         1,342,992   

Bryan T. Moss

     27,354,927         413,606         1,342,992   

James A. Williams

     27,643,332         125,201         1,342,992   

Proposal No. 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm

The shareholders were asked to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. The appointment was ratified by the requisite vote of a majority of the votes cast, as indicated below.

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

28,914,466

  190,779   6,280   —  

Proposal No. 3 — Advisory Vote on Compensation of Named Executive Officers

The shareholders approved, by a majority of the votes cast on an advisory non-binding basis, the 2012 compensation of the named executive officers as disclosed in the Company’s proxy statement for the 2013 Annual Meeting of Shareholders. The result of the advisory vote is set forth below:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

26,918,630

  819,825   30,078   1,342,992


SIGNATURE

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.

 

    RTI INTERNATIONAL METALS, INC.

Date: May 1, 2013

    By:  

/s/ CHAD WHALEN

    Name:   Chad Whalen
    Title:  

General Counsel & Senior Vice President