Ampco-Pittsburgh Files 8-K on Corporate Governance and Financials
Ticker: AP · Form: 8-K · Filed: Jun 5, 2024 · CIK: 6176
Sentiment: neutral
Topics: corporate-governance, filing, financials
Related Tickers: AP
TL;DR
AMPCO files 8-K: Bylaws updated, shareholder votes, and financials released. All systems go.
AI Summary
On June 4, 2024, AMPCO-PITTSBURGH CORPORATION filed an 8-K report detailing amendments to its Articles of Incorporation or Bylaws, submission of matters to a vote of security holders, and financial statements. The filing also confirms the company's principal executive offices are located at 726 Bell Avenue, Suite 301, Carnegie, PA 15106.
Why It Matters
This filing provides updates on the company's corporate structure and governance, which can impact investor confidence and regulatory compliance.
Risk Assessment
Risk Level: low — The filing is a routine corporate disclosure and does not indicate any immediate financial distress or significant operational changes.
Key Players & Entities
- AMPCO-PITTSBURGH CORPORATION (company) — Registrant
- June 4, 2024 (date) — Date of earliest event reported
- 726 Bell Avenue, Suite 301, Carnegie PA 15106 (location) — Principal executive offices
FAQ
What specific items were submitted to a vote of security holders?
The filing indicates that matters were submitted to a vote of security holders, but the specific details of these matters are not provided in this excerpt.
Are there any amendments to the Articles of Incorporation or Bylaws mentioned?
Yes, the filing explicitly states 'Amendments to Articles of Incorporation or Bylaws' as an item of information.
What is the company's state of incorporation?
The company's state of incorporation is Pennsylvania.
What is the IRS Employer Identification Number for AMPCO-PITTSBURGH CORPORATION?
The IRS Employer Identification Number is 25-1117717.
When was the company formerly known as SCREW & BOLT CORP OF AMERICA?
The date of the name change from SCREW & BOLT CORP OF AMERICA to AMPCO-PITTSBURGH CORPORATION was May 18, 1971.
Filing Stats: 807 words · 3 min read · ~3 pages · Grade level 12 · Accepted 2024-06-05 08:07:07
Key Financial Figures
- $1 — e on which registered Common Stock, $1 par value AP New York Stock Exchang
Filing Documents
- ap-20240604.htm (8-K) — 97KB
- ap-ex3_1.htm (EX-3.1) — 407KB
- 0000950170-24-069082.txt ( ) — 701KB
- ap-20240604.xsd (EX-101.SCH) — 47KB
- ap-20240604_htm.xml (XML) — 6KB
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously disclosed in the definitive proxy statement for the 2024 annual meeting of shareholders (the "Annual Meeting") of Ampco-Pittsburgh Corporation (the "Corporation"), filed with the Securities and Exchange Commission on April 24, 2024, on March 21, 2024 (the "Amendment Date") the Board of Directors (the "Board") of the Corporation approved an amendment and restatement of the Corporation's By-laws, as amended and restated (the "Bylaws"), which included an amendment to Article III of the Bylaws and insertion of new Section 13 (the "Officer Exculpation Amendment") that would provide for exculpation of the Corporation's officers as permitted by Section 1735 of the Pennsylvania Business Corporation Law (as amended, the "BCL"). As permitted by Section 1735 of the BCL, the Officer Exculpation Amendment also clarifies the effect of any amendment, repeal, adoption or modification of such exculpation on the rights or protections of a current or former officer existing at the time of such amendment, repeal, adoption or modification. The Board submitted the Officer Exculpation Amendment for approval by shareholders of the Corporation at the Annual Meeting. As set forth under Item 5.07 below, the Officer Exculpation Amendment was approved by the Corporation's shareholders at the Annual Meeting and is effective as of the date of the Annual Meeting. The foregoing summary of the Officer Exculpation Amendment does not purport to be complete and is qualified in its entirety by reference to the Bylaws, as amended and restated, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. On June 4, 2024, the Corporation held its annual meeting of shareholders. The following are the voting results for the proposals that were voted upon by the Corporation's shareholders at that meeting: 1. In the election of three directors for a term that expires in 2027: For Withheld Broker Non-Votes Elizabeth A. Fessenden 14,194,698 382,391 2,056,096 Michael I. German 12,849,325 1,727,764 2,056,096 J. Brett McBrayer 14,150,569 426,520 2,056,096 2. To approve the Officer Exculpation Amendment: For Against Abstain Broker Non-Votes 14,113,171 449,877 14,041 2,056,096 3. To approve, in a non-binding advisory vote, the compensation of our named executive officers: For Against Abstain Broker Non-Votes 13,903,153 660,916 13,020 2,056,096 4. To ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for 2024: For Against Abstain 16,254,921 367,968 10,296
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Amended and Restated By-Laws, effective June 4, 2024.
SIGNATURES
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. AMPCO-PITTSBURGH CORPORATION (Registrant) Date June 5, 2024 By: /s/ Michael G. McAuley (Signature) Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer