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)
SENSIENT TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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WISCONSIN
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1-7626
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39-0561070 |
(State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
of incorporation)
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Identification No.) |
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5304
(Address and zip code of principal executive offices)
(414) 271-6755
(Registrants telephone number, including area code)
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On April 22, 2010, the Board of Directors of Sensient Technologies Corporation approved
amendments to the Companys Supplemental Executive Retirement Plan A and Supplemental Executive
Retirement Plan B (collectively, the SERP). Pursuant to the amendments, SERP participants will
receive an additional payment if the aggregate Federal and state (net of Federal tax benefit)
income tax rate in effect at the time of payment exceeds 45%. For the Companys executives in
Wisconsin, the current aggregate federal and state income tax rate is
approximately 40%, with a scheduled increase to approximately 44% in
2011. In addition, the discount rate
used to calculate the lump sum present value of a SERP
participants benefit will be the interest rate for
30-year Treasury securities as published by the IRS for the latest month available at the time of
the participants retirement; provided that the rate will not exceed 4.62% per annum (which was the
rate in effect on April 6, 2010). Prior to the amendment, a lump sum payment would have been
calculated using the interest rate in effect at the time of the participants retirement. The
effect of the amendments is to reduce the impact of tax and interest rate volatility and mitigate
the incentive for a participant to retire when the participant
anticipates a disadvantageous change in the tax or
interest rates.
The foregoing description of the amendments does not purport to be complete and is qualified in its
entirety by reference to the amendments to Supplemental Executive Retirement Plan A and
Supplemental Executive Retirement Plan B which are attached hereto as Exhibit 10.1 and 10.2.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Companys 2010 Annual Meeting of Shareholders, held on April 22, 2010, the following actions
were taken:
The following Directors were each elected for a one-year term of office:
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Nominee |
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Votes For |
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Votes Withheld |
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Abstentions |
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Broker Non-Votes |
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Hank Brown |
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42,325,078 |
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1,808,893 |
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0 |
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1,754,974 |
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Dr. Fergus M. Clydesdale |
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42,041,051 |
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2,092,920 |
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0 |
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1,754,974 |
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James A.D. Croft |
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42,031,994 |
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2,101,977 |
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0 |
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1,754,974 |
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William V. Hickey |
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34,706,911 |
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9,427,060 |
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0 |
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1,754,974 |
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Kenneth P. Manning |
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42,180,505 |
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1,953,466 |
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0 |
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1,754,974 |
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Peter M. Salmon |
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42,974,853 |
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1,159,118 |
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0 |
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1,754,974 |
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Dr. Elaine R. Wedral |
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42,973,965 |
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1,160,006 |
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0 |
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1,754,974 |
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Essie Whitelaw |
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42,105,766 |
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2,028,205 |
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0 |
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1,754,974 |
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Pursuant to the terms of the Companys Proxy Statement, proxies received were voted, unless
authority was withheld, in favor of the nominees.
The shareholders also approved a proposal by the Board of Directors to ratify the appointment of
Ernst & Young LLP as the Companys independent auditors to conduct the annual audit of the
consolidated financial statements of the Company and its subsidiaries for the year ending December
31, 2010. The shareholders cast 43,569,205 votes in favor of this proposal, 1,493,932 votes
against, and there were 825,808 votes to abstain.