Annual Meeting Results
 

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
May 24, 2011
Date of Report
(Date of earliest event reported)
____________________
CORE-MARK HOLDING COMPANY, INC.
(Exact name of registrant as specified in its charter)
____________________ 
Delaware
000-51515
20-1489747
(State or other jurisdiction of 
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
395 Oyster Point Boulevard, Suite 415,
South San Francisco, California
94080
(Address of principal executive offices)
(Zip Code)
(650) 589-9445
(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:
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))

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.
    
On May 24, 2011, Core-Mark Holding Company, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders. Of the 11,352,453 shares of common stock outstanding and entitled to vote, 10,173,729 shares, or 89.6%, were represented at the meeting. During the meeting, the stockholders voted on the following matters:
 
Proposal 1 – Election of Directors
Duly elected the following seven individuals to the Board of Directors to serve as directors until the 2011 Annual Meeting of Stockholders or until their successors have been duly elected and qualified:
 
 
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes (1)
Robert A. Allen
 
8,404,900
 
 
394,391
 
 
4,009
 
 
1,370,429
 
Stuart W. Booth
 
8,587,586
 
 
210,917
 
 
4,797
 
 
1,370,429
 
Gary F. Colter
 
8,660,194
 
 
138,609
 
 
4,497
 
 
1,370,429
 
L. William Krause
 
8,584,465
 
 
214,338
 
 
4,497
 
 
1,370,429
 
Harvey L. Tepner
 
8,699,849
 
 
99,170
 
 
4,281
 
 
1,370,429
 
Randolph I. Thornton
 
8,582,410
 
 
216,609
 
 
4,281
 
 
1,370,429
 
J. Michael Walsh
 
8,615,897
 
 
185,714
 
 
1,689
 
 
1,370,429
 
 
 
Proposal 2 – Approval of an Advisory Resolution Regarding Executive Compensation
Duly approved, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in our Proxy Statement as filed with the Securities and Exchange Commission on April 11, 2011.
 
 
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes (1)
Advisory approval of executive compensation
 
7,785,369
 
 
463,965
 
 
553,966
 
 
1,370,429
 
    
    
Proposal 3 – Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation
    Duly voted to provide an advisory vote on executive compensation on an annual basis.
 
 
Votes for One Year
 
Votes for Two Years
 
Votes for Three Years
 
Abstain
 
Broker Non-Votes (1)
Advisory approval of frequency of advisory vote on executive compensation
 
6,286,052
 
 
66,903
 
 
968,289
 
 
854,096
 
 
1,998,389
 
    
    
Proposal 4 – Ratification of Selection of Independent Registered Public Accounting Firm
Duly ratified Deloitte & Touche LLP to serve as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2011.
 
 
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes (1)
Deloitte & Touche LLP
 
10,159,039
 
 
12,693
 
 
1,997
 
 
 
 

 
(1) A non-vote occurs when brokers or nominees have voted on some of the matters to be acted on at a meeting, but do not vote on certain other matters because, under the rules of the New York Stock Exchange (which govern brokers even if they hold NASDAQ securities), they are not allowed to vote on those other matters without instructions from the beneficial owner of the shares. Broker non-votes are counted when determining whether the necessary quorum of shareholders is present or represented at each annual meeting, but have no effect on the outcome of the vote for the election of directors.

 

 

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 hereunto duly authorized.
 
 
 
CORE-MARK HOLDING COMPANY, INC.
 
 
 
 
Date: May 24, 2011
 
By:
/s/ Stacy Loretz-Congdon
 
 
Name:
Stacy Loretz-Congdon
 
 
Title:
Chief Financial Officer