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
April
22, 2010
Date
of Report (Date of earliest event reported)
SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-13948
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62-1612879
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(State or other jurisdiction
of
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(Commission
file number)
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(I.R.S.
Employer
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incorporation
or organization)
|
|
Identification
No.)
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100
North Point Center East, Suite 600
|
|
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Alpharetta,
Georgia
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30022
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(Address
of principal executive offices)
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(Zip
code)
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1-800-514-0186
(Registrant’s
telephone number, including area code)
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:
¨ Written
communications pursuant to Rule 425 under the Securities
Act. (17 CFR 230.425)
x Soliciting
material pursuant to Rule 14a-12 under the Exchange Act. (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act. (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act. (17
CFR 240.13c-4(c))
Item
5.07 Submission
of Matters to a Vote of Security Holders
At
Schweitzer-Mauduit International, Inc’s (the Company’s) Annual Meeting of
Stockholders held April 22, 2010, stockholders voted through the solicitation of
proxies on the items listed below.
Item 1 – Election of two
Class III directors
The
following individuals were elected as directors to serve until the 2013 Annual
Meeting of Stockholders and until their successors are elected and have
qualified.
Nominees
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For
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Withheld
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Abstain
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Broker Non-Vote
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Frédéric
P. Villoutreix
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|
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13,710,519 |
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507,780 |
|
|
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0 |
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3,516,590 |
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Anderson
D. Warlick
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|
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13,977,214 |
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241,085 |
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0 |
|
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3,516,590 |
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The
Annual Meeting was adjourned and will be reconvened May 6, 2010 at 11 a.m. at
the Company’s headquarters at 100 North Point Center East, Suite 600,
Alpharetta, Georgia to vote on Item 2 – Approval of Restricted Stock
Plan.
Item
5.02 Departure
of Directors or Executive Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers
At its
meeting on April 22, 2010, the Board of Directors of the Company amended its
Restricted Stock Plan (the Plan) as follows:
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·
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To
increase the change in control trigger from the acquisition of 15% of the
shares outstanding to 30% of the shares
outstanding;
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|
·
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To
establish a minimum restriction period on transferability of
non-performance share awards of three (3) years and on
transferability of performance based share awards of one (1) year;
and
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·
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To
include a trailing average three-year burn rate limit that will act as a
limit on the dilutive effect of the
Plan.
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The Plan
should be reviewed in its entirety and is subject to approval of the Company’s
stockholders, with said vote to be taken at the reconvened Annual Meeting of
Stockholders to be held on May 6, 2010. The amended Restricted Stock
Plan is attached hereto as Exhibit 10.22 and is incorporated by reference
herein.
Item
9.01 Financial Statements and Exhibits
10.22
Restricted Stock Plan
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.
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Schweitzer-Mauduit
International, Inc.
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|
|
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By:
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/s/ Peter J. Thompson
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Peter
J. Thompson
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Executive
Vice President, Finance & Strategic
Planning
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Dated: April
26, 2010
SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.
Current
Report on Form 8-K
Dated
April 26, 2010
INDEX
TO EXHIBITS
Exhibit No.
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Description
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10.22
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Restricted
Stock Plan
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