8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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, 2012

 

 

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)

N/A

(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 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 27, 2012. 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 nine (9) directors were nominated to serve for one-year terms expiring at the annual meeting of shareholders to be held in 2013, or when their successors are otherwise duly elected and qualified. The nine (9) directors, as indicated below, were elected as directors of the Company.

 

Nominee

   For    Withheld    Broker Non-Votes

Daniel I. Booker

   25,690,738    890,809    1,606,825

Ronald L. Gallatin

   25,906,831    674,716    1,606,825

Charles C. Gedeon

   25,692,544    889,003    1,606,825

Robert M. Hernandez

   25,858,731    722,816    1,606,825

Dawne S. Hickton

   26,057,559    523,988    1,606,825

Edith E. Holiday

   24,260,814    2,320,733       1,606,825

Rokus L. van Iperen

   26,190,770    390,777    1,606,825

Bryan T. Moss

   25,975,205    606,342    1,606,825

James A. Williams

   26,189,524    392,023    1,606,825

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, 2012. The appointment was ratified by the requisite vote of a majority of the votes cast, as indicated below.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

27,845,037

  325,019   18,316   —  

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 2011 compensation of the named executive officers as disclosed in the Company’s proxy statement for the 2012 Annual Meeting of Shareholders. The result of the advisory vote is set forth below:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

24,913,614

  1,005,895   662,038   1,606,825


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.

 

    RTI INTERNATIONAL METALS, INC.
Date: May 2, 2012     By:  

/s/ Chad Whalen

      Chad Whalen
      Vice President, General Counsel, and Secretary