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): May 16, 2018
 
MACQUARIE INFRASTRUCTURE CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
001-32384
Commission File Number
43-2052503
(I.R.S. Employer Identification Number)
 
125 West 55th Street,
New York, New York
(Address of principal executive offices)
10019
(Zip code)
 
(212) 231-1000
(Registrant’s telephone number, including area code)
 
N.A.
(Former name or former address, if changes 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 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 May 16, 2018, Macquarie Infrastructure Corporation (the “Company”) held its annual meeting of stockholders. A brief description follows of each matter voted upon at the annual meeting, including the number of votes cast for or against, as well as the number of abstentions and broker non-votes with respect to each matter. Of the total 84,902,488 shares of common stock outstanding as of the record date of March 21, 2018 that were entitled to vote, 75,496,378 shares were represented at the meeting, either in person or by proxy.
 
The matters voted upon and the results of the vote at the annual meeting of shareholders were as follows:
 
Proposal 1 – Election of Directors: The Company’s shareholders voted to elect the following individuals as directors to serve for a one-year term with the votes shown:
 
Nominee
 
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
Norman H. Brown, Jr.
 
36,361,150
 
23,758,720
 
281,511
 
15,094,997
George W. Carmany, III
 
36,315,037
 
23,799,396
 
286,948
 
15,094,997
James Hooke
 
36,595,942
 
23,528,993
 
276,446
 
15,094,997
Ronald Kirk
 
51,290,687
 
8,810,053
 
300,641
 
15,094,997
H.E. (Jack) Lentz
 
51,249,596
 
8,856,500
 
295,285
 
15,094,997
Ouma Sananikone
 
51,283,333
 
8,820,863
 
297,185
 
15,094,997
 
Proposal 2 – Ratification of Selection of Independent Auditor The Company’s shareholders ratified the audit committee’s selection of KPMG LLP as the Company’s independent auditor for the fiscal year ending December 31, 2018 with the votes shown:  
 
Votes For
 
Votes Against
 
Abstentions
72,551,190
 
2,455,356
 
489,832
 
Proposal 3 – Advisory Resolution on Executive Compensation   The Company’s shareholders approved, on an advisory basis, executive compensation with the votes shown.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
37,217,880
 
22,458,305
 
725,196
 
15,094,997
 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:  May 18, 2018
 
 
MACQUARIE INFRASTRUCTURE
 
 
CORPORATION
 
 
 
 
 
 
 
 
 
By:
/s/ Christopher Frost
 
 
 
Name: Christopher Frost
 
 
 
Title    Chief Executive Officer