form8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 27, 2011 (May 23, 2011)
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Tredegar Corporation
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(Exact Name of Registrant as Specified in its Charter)
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Virginia
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1-10258
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54-1497771
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1100 Boulders Parkway
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Richmond, Virginia
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23225
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (804) 330-1000
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Effective May 23, 2011, the Board of Directors (the “Board”) of Tredegar Corporation (“Tredegar”) approved an amendment to Article II, Section 2, of Tredegar’s Amended and Restated Bylaws (the “Bylaws”) to increase the size of the Board from nine to ten directors.
A copy of the Bylaws is attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On May 24, 2011, Tredegar held its Annual Meeting of Shareholders (the “Meeting”). As of March 25, 2011, the record date for the Meeting, there were a total of 31,953,448 shares of Tredegar’s common stock outstanding and entitled to vote at the Meeting. At the Meeting, 29,992,474 shares of Tredegar’s common stock, constituting approximately 94% of the outstanding shares on the record date for the Meeting, were represented in person or by proxy; therefore, a quorum was present. The results of the meeting were as follows:
Proposal 1 – Election of Directors
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Directors
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Votes For
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Withheld
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Broker Non-Votes
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George C. Freeman, III
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23,660,612
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2,745,755
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3,586,107
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George A. Newbill
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16,928,983
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9,477,384
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3,586,107
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Thomas G. Slater, Jr.
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16,594,527
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9,811,840
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3,586,107
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R. Gregory Williams
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16,933,280
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9,473,087
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3,586,107
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All directors were duly elected.
Proposal 2 – Advisory Vote Approving Compensation of Named Executive Officers
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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19,489,550
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4,589,794
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2,326,923
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3,586,107
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The proposal was approved on a non-binding advisory basis.
Proposal 3 – Advisory Vote Approving Frequency of Shareholder Advisory Votes on Executive Compensation of Named Executive Officers
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One Year
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Two Years
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Three Years
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Abstentions
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Broker Non-Votes
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12,133,884
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65,942
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11,879,190
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2,327,238
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3,586,107
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Shareholders voted on a non-binding advisory basis on the frequency of future shareholder advisory votes on the compensation of Tredegar’s named executive officers as set forth in the table above.
Proposal 4 – The Ratification of the Appointment of PricewaterhouseCoopers LLP as Tredegar’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2011
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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29,869,609
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92,016
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30,750
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-0-
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The appointment of PricewaterhouseCoopers LLP was ratified.
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Item 9.01.
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Financial Statements and Exhibits.
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3.2
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Amended and Restated Bylaws of Tredegar Corporation, as of May 23, 2011
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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.
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TREDEGAR CORPORATION |
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Date: May 27, 2011
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By:
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/s/ A. Brent King
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A. Brent King
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Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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EXHIBIT
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DESCRIPTION
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Amended and Restated Bylaws of Tredegar Corporation, as of May 23, 2011
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