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8-K


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
Date of Report (Date of earliest event reported) April 26, 2016
________________________________________________________

Harsco Corporation
(Exact name of registrant as specified in its charter)

Delaware
 
001-03970
 
23-1483991
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)


 
350 Poplar Church Road, Camp Hill, Pennsylvania
 
17011
 
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code:   717-763-7064

________________________________________________________________________________
(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 (see General Instruction A.2. below):
 
[   ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[   ]
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 240.13e-4(c))







Item 5.07.
Submission of Matters to a Vote of Security Holders.

On April 26, 2016, the Company held its Annual Meeting of Stockholders. At the Annual Meeting of Stockholders, the Company’s stockholders elected all eight of the Board of Director nominees to serve as Directors until the 2017 Annual Meeting of Stockholders and ratified the appointment of PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2016. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The Company’s stockholders also approved the 2016 Non-Employee Directors’ Long-Term Equity Compensation Plan.

As of the record date, there were 80,094,365 Common Shares outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 70,176,151 shares, or approximately 87.62% of the outstanding Common Shares entitled to vote, were represented in person or by proxy. Those shares were voted as follows:

1.
The following individuals were nominated in 2016 to serve as Directors until the 2017 Annual Meeting of Stockholders. All nominees were elected. The results of the vote were as follows:

Name
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
J.F. Earl
59,990,511
3,151,096
255,314
6,779,230
K.G. Eddy
59,617,893
3,537,924
241,104
6,779,230
D.C. Everitt
59,952,785
3,195,539
248,597
6,779,230
S.E. Graham
59,934,863
3,203,807
258,251
6,779,230
F.N. Grasberger
61,316,847
1,769,394
310,680
6,779,230
T.D. Growcock
59,728,991
3,395,309
272,621
6,779,230
E. La Roche
59,829,783
3,307,268
259,870
6,779,230
P.C. Widman
60,000,479
3,144,249
252,193
6,779,230

2.
The appointment of PricewaterhouseCoopers LLP as independent auditors to audit the financial statements of the Company for the fiscal year ending December 31, 2016, was ratified. The results of the vote were as follows:

Votes For
Votes Against
Abstentions
68,617,799
1,335,792
222,560

3.
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of the vote were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
60,783,631
2,152,717
460,573
6,779,230

4.
The Company’s stockholders approved the 2016 Non-Employee Directors’ Long-Term Equity Compensation Plan. The results of the vote were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
46,914,826
15,919,946
562,149
6,779,230





Item 9.01.Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this Form 8-K:

Exhibit No.
Description

99.1            Press Release dated April 27, 2016











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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
HARSCO CORPORATION
 
 
 
 
Date:
May 2, 2016
By:  
/s/ Russell Hochman
 
 
 
Russell Hochman
 
 
 
Senior Vice President, General Counsel, Chief Compliance Officer & Corporate Secretary







Exhibit


Exhibit 99.1                                            
Investor Contact
David Martin
717.612.5628
damartin@harsco.com
Media Contact
Kenneth Julian
717.730.3683
kjulian@harsco.com 
    

FOR IMMEDIATE RELEASE



HARSCO CORPORATION ANNOUNCES RESULTS OF
61st ANNUAL MEETING OF STOCKHOLDERS

CAMP HILL, PA (April 27, 2016) . . . Harsco Corporation (NYSE: HSC) announced today the results of its 61st Annual Meeting of Stockholders, held yesterday in Harrisburg, Pennsylvania.

Stockholders approved the election of all eight nominees to the Board of Directors to serve until the 2017 Annual Meeting and also ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Independent Auditors for the year ending December 31, 2016. Stockholders also approved the annual, non-binding advisory vote on named executive officer compensation, commonly known as a “say-on-pay” vote, and also approved the 2016 non-employee directors’ long-term equity compensation plan.

Harsco Corporation is a diversified industrial company providing onsite services and engineered products to the global steel, energy and railway sectors. Harsco’s common stock is a component of the S&P SmallCap 600 Index and the Russell 2000 Index. Additional information can be found at www.harsco.com.

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