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): May 4, 2018
THE BRINK’S COMPANY
(Exact name of registrant as specified in its charter)
Virginia
001-09148
54-1317776
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1801 Bayberry Court
P. O. Box 18100
Richmond, VA 23226-8100
(Address and zip code of
principal executive offices)

Registrant’s telephone number, including area code: (804) 289-9600

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.):
[ ]
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
[ ]
 
Soliciting materials 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.    ☐

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Item 5.07.
Submission of Matters to a Vote of Security Holders.
 
On May 4, 2018, the Company held its Annual Meeting of Shareholders.  At this meeting, the Company’s shareholders (i) elected each of the persons listed below as a director for a term expiring in 2019, (ii) approved an advisory resolution on named executive officer compensation, (iii) approved the Company's Employee Stock Purchase Plan; and (iv) approved Deloitte and Touche LLP as the Company’s independent registered accounting firm for 2018.
 
The Company’s shareholders voted as follows:
 
Proposal 1 – Election of Directors for terms expiring in 2019
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
 
Paul G. Boynton
45,488,290
 
189,880
 
29,862
 
1,605,816
 
 
 
 
 
 
 
 
Ian D. Clough
45,531,665
 
146,422
 
29,946
 
1,605,816
 
 
 
 
 
 
 
 
Susan E. Docherty
45,471,521
 
206,163
 
30,348
 
1,605,816
 
 
 
 
 
 
 
 
Reginald D. Hedgebeth
45,435,529
 
242,310
 
30,193
 
1,605,816
 
 
 
 
 
 
 
 
Dan R. Henry
45,582,565
 
94,505
 
30,962
 
1,605,816
 
 
 
 
 
 
 
 
Michael J. Herling
45,340,065
 
338,722
 
29,245
 
1,605,816
 
 
 
 
 
 
 
 
Douglas A. Pertz
45,531,047
 
146,780
 
30,205
 
1,605,816
 
 
 
 
 
 
 
 
George I. Stoeckert
45,281,420
 
395,017
 
31,595
 
1,605,816

Shareholders elected the nominees with at least 99% of the votes cast in favor of each of the nominees.
 
Proposal 2 – Approval of an advisory resolution on named executive officer compensation

For
 
Against
 
Abstain
 
Broker Non-Votes
44,825,814
 
842,756
 
39,461
 
1,605,817

Shareholders approved the advisory resolution on named executive officer compensation with approximately 98% of the votes cast in favor.



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Proposal 3 – Approval of the Company's Employee Stock Purchase Plan

For
 
Against
 
Abstain
 
Broker Non-Votes
45,557,541
 
113,365
 
37,125
 
1,605,817

Shareholders approved the Company's Employee Stock Purchase Plan with approximately 100% of the votes cast in favor.

Proposal 4 – Approval of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2018

For
 
Against
 
Abstain
 
Broker Non-Votes
46,947,490
 
142,171
 
224,187
 
0

Shareholders approved Deloitte and Touche LLP as the Company’s independent registered public accounting firm with approximately 99% of the votes cast in favor.




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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 thereunto duly authorized.
                  
THE BRINK’S COMPANY
(Registrant)
 
 
                  
 
Date: May 8, 2018
By:
/s/McAlister C. Marshall, II
         
 
McAlister C. Marshall, II
 
 
Senior Vice President, General Counsel and Chief Administrative Officer


 

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