Annual Meeting Results 2013


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, 2013
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, 2013, Core-Mark Holding Company, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders. Of the 11,467,770 shares of common stock outstanding and entitled to vote, 10,528,327 shares, or 91.8%, were represented at the meeting. During the meeting, the stockholders voted on the following matters:

Proposal 1 – Election of Directors
•Duly elected the following nine individuals to the Board of Directors to serve as directors until the 2014 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
 
10,027,186

 
51,281

 
6,453

 
443,407

Stuart W. Booth
 
10,030,191

 
48,247

 
6,482

 
443,407

Gary F. Colter
 
9,964,383

 
114,084

 
6,453

 
443,407

Robert G. Gross
 
10,024,093

 
53,345

 
7,482

 
443,407

L. William Krause
 
10,004,982

 
51,862

 
28,076

 
443,407

Thomas B. Perkins
 
10,041,118

 
36,349

 
7,453

 
443,407

Harvey L. Tepner
 
10,026,186

 
51,281

 
7,453

 
443,407

Randolph I. Thornton
 
10,025,666

 
51,801

 
7,453

 
443,407

J. Michael Walsh
 
10,030,256

 
47,182

 
7,482

 
443,407


Proposal 2 – Advisory Resolution to Approve 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 8, 2013.     
 
 
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes (1)
Advisory approval of executive compensation
 
9,771,523

 
297,071

 
16,326

 
443,407

    
Proposal 3 – 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, 2013
 
 
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes (1)
Deloitte & Touche LLP
 
10,389,117

 
129,324

 
9,886

 
—



(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 28, 2013
 
By:
/s/ Christopher Miller
 
 
Name:
Christopher Miller
 
 
Title:
Vice President and Chief Accounting Officer