UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June 14~~August 21, 2018

A. SCHULMAN, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-7459	34-0514850
(State or other jurisdiction of incorporation)	(~~Commission~~CommissionFile ~~File~~ Number)	(IRS ~~Employer~~EmployerIdentification ~~Identification~~ No.)
3637 Ridgewood Rd, Fairlawn, Ohio		44333
(Address of principal executive offices)		(Zip Code)

3637 Ridgewood Rd, Fairlawn, Ohio				44333
(Address of principal executive offices)				(Zip Code)

(330) 666-3751

(Registrant’s telephone number, including area code)

(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:

☐

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~ITEM~~Introductory ~~5.07~~Note ~~Submission of Matters to a Vote of Security Holders.~~

On ~~June~~August 1421, 2018, ~~A. Schulman,~~(the ~~Inc.~~“Closing Date”), aLYB ~~Delaware~~Americas ~~corporation~~Holdco Inc. (“A.Merger ~~Schulman~~Sub”), ~~held~~ a ~~special~~wholly ~~meeting~~owned subsidiary of ~~its~~LyondellBasell ~~stockholders~~Industries ~~(the~~N.V., ~~“Special~~a ~~Meeting”)~~naamloze tovennootschap ~~vote~~(a onpublic ~~the~~limited ~~proposals~~liability ~~described~~company) informed ~~detail~~under inthe A.laws ~~Schulman’s~~of ~~definitive~~The ~~proxy~~Netherlands ~~statement~~(“LYB”), ~~filed~~merged with ~~the~~ ~~SEC on May 11, 2018~~ and ~~supplemented~~into by A. Schulman~~’s proxy supplement filed on May 30~~, ~~2018~~Inc., ~~The~~a ~~final~~Delaware ~~voting~~corporation ~~results~~(the “Company”), ~~regarding~~with ~~each~~the ~~proposal~~Company ~~are~~continuing ~~set~~as ~~forth~~the ~~below.~~surviving Ascorporation of(the ~~May 7~~“Merger”), ~~2018,~~pursuant to the ~~record~~previously ~~date~~announced ~~for~~Agreement ~~the~~and ~~Special~~Plan ~~Meeting, there~~of ~~were 29~~Merger,~~509,152~~ ~~shares~~dated as of A.February 15, ~~Schulman~~2018 ~~common~~(the ~~stock~~“Merger Agreement”), ~~outstanding~~by and ~~entitled~~among tothe ~~vote~~Company, atLYB ~~the~~and ~~Special~~Merger ~~Meeting~~Sub. AtAs ~~the~~a ~~Special~~result ~~Meeting,~~of ~~there~~the ~~were 23~~Merger,~~416,150~~ ~~shares~~the ~~represented~~Company inbecame ~~person~~a orwholly byowned ~~proxy,~~subsidiary ~~which~~of ~~number constituted a quorum~~LYB.

~~Proposal~~Item 18.01. –Other ~~Approval of the Merger Proposal~~ Events.

AtOn August 20, 2018, as permitted by the ~~Special~~terms ~~Meeting~~of the Merger Agreement, A.the ~~Schulman~~Company’s ~~stockholders~~board ~~approved~~of ~~the~~directors ~~proposal~~announced toa ~~adopt~~“stub period” dividend on shares of the ~~Agreement~~Company’s ~~and~~common ~~Plan~~stock, ofpar ~~Merger~~value $1.00 per share (the “Common Stock”), ~~dated~~relating asto ofthe ~~February~~period beginning on July 1514, 2018, by(the date following the record date for the regular quarterly ~~and~~dividend ~~among~~that ~~LyondellBasell~~was ~~Industries~~paid ~~N.V.~~on August 1, ~~LYB~~2018) ~~Americas~~and ~~Holdco~~ending ~~Inc~~on the day immediately prior to the Closing Date. ~~and~~The Adividend of $0.09 ~~Schulman~~per (share of Common Stock will be paid to all of the ~~“Merger~~Company’s ~~Proposal”)~~stockholders of record as of August 20, 2018, and ~~the~~will ~~vote~~be ~~was~~payable ason ~~follows:~~August 27, 2018.

For		Against		Abstain
22,412,440		946,696		57,014

On August 21, 2018, in connection with the previously announced Merger, the Company issued a redemption notice for the redemption of the 6.875% Senior Notes due 2023 on September 20, 2018 at the redemption price specified in that certain indenture, dated as of May 26, 2015, by and among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee.

Proposal 2 – Approval of the Executive Compensation Proposal

At the Special Meeting, A. Schulman’s stockholders approved the proposal to approve, on a non-binding, advisory basis, specified compensation that may be paid or become payable to A. Schulman’s named executive officers in connection with the merger, and the vote was as follows:

For		Against		Abstain
19,436,967		3,882,609		96,574

Proposal 3 – Approval of the Adjournment Proposal

In connection with the Special Meeting, A. Schulman also solicited proxies with respect to a proposal to adjourn the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there insufficient votes to approve the Merger Proposal at the time of the Special Meeting. Because A. Schulman’s stockholders approved the Merger Proposal, as noted above, the adjournment proposal was rendered moot.

Item 8.01 Other Events.

On June 14, 2018, A. Schulman issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated June 14, 2018.

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.

A. Schulman, Inc. By: /s/ Andrean R. Horton Name: Andrean R. Horton Title: Executive Vice President & Chief Legal Officer


	A. Schulman, Inc.

	By:	/s/ Jeffrey A. Kaplan
	Name:	Jeffrey A. Kaplan
	Title:	Executive Vice President

Date: August 21, 2018

Date: June 14, 2018

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