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SEC Filings

DEF 14A
ACETO CORP filed this Form DEF 14A on 10/20/2017
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Q:What is the voting requirement to approve each of the proposals?

 

A:In the election of directors, the seven persons receiving the highest number of FOR votes at the annual meeting will be elected, subject to the operation of our Director Resignation Policy. For purposes of determining whether a nominee is elected, votes withheld and broker non-votes do not have the effect of a vote for or against the election of any nominee. You do not have the right to cumulate your votes. Under our Director Resignation Policy, in an uncontested election, if a nominee receives the affirmative vote of less than a majority of the votes cast (thereby excluding broker non-votes), the nominee must tender his or her resignation to the Board. Thus, the practical effect of a vote withheld is that such vote may result in requiring the nominee to submit his or her resignation if the aggregate number of votes withheld exceeds the aggregate number of votes cast for the nominee in an uncontested election. For approval of the material terms of the performance goals under our Executive Performance Award Plan, for the advisory vote on executive compensation, for the ratification of the appointment of the Company’s independent registered public accounting firm for our fiscal year ending June 30, 2018 and for any other matters that might properly arise at the meeting, the affirmative FOR vote of holders of a majority of the total votes cast on the proposal is required for approval. Accordingly, abstentions will have no effect on the vote on the approval of the material terms of the performance goals under our Executive Performance Award Plan, the advisory vote on executive compensation, or on the ratification of the appointment of the Company’s independent registered public accounting firm. With respect to the advisory vote on the frequency of holding an advisory vote on executive compensation, the frequency alternative that receives the highest number of votes cast will be considered to be the frequency alternative that is preferred by our shareholders.  Accordingly, abstentions and broker non-votes will not be counted as expressing any preference. A list of shareholders entitled to vote at the annual meeting will be available at the annual meeting for examination by any shareholder.

 

Q:What should I do if I receive more than one Notice?

 

A:You may receive more than one Notice if you are a shareholder of record and hold shares in a brokerage account, if you hold your shares in more than one brokerage account, or if you are a shareholder of record and your shares are registered in more than one name. Please complete and return a proxy card or voting instruction card for each Notice that you receive.

 

Q:Where can I find the voting results of the annual meeting?

 

A:Voting results will be announced at the annual meeting and are expected to be posted shortly after the meeting on our website at www.aceto.com. Voting results will also be reported in a Current Report on Form 8-K, which is expected to be filed with the SEC within four business days after the meeting.

 

Q:What are the dissenters’ rights of appraisal?

 

A:Pursuant to the applicable provisions of the Business Corporation Law of the State of New York, there are no dissenters’ rights of appraisal provided to the Company’s shareholders in connection with the proposals described in this proxy statement.

 

Q:What happens if additional matters are presented at the annual meeting?

 

A:Other than the five items of business described in this proxy statement, we are not aware of any other business to be acted upon at the annual meeting. However, if you grant a proxy, the persons named as proxy holders, William C. Kennally, the Company’s President and Chief Executive Officer and Douglas Roth, the Company’s Chief Financial Officer and Assistant Secretary, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason any of our nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for any one or more other candidates nominated by the Board.

 

Q:What shares are entitled to be voted?

 

A:Each share of the Company’s common stock issued and outstanding as of the close of business on October 10, 2017, the record date, is entitled to be voted on all items being voted on at the annual meeting, with each share being entitled to one vote. On the record date, 30,641,254 shares of the Company’s common stock were issued and outstanding.

 

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