Form 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): May 11, 2011
USG Corporation
(Exact name of registrant as specified in its charter)
         
Delaware   1-8864   36-3329400
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
     

550 West Adams Street, Chicago, Illinois
   
60661-3676
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (312) 436-4000
(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))
 
 


 

Section 5 — Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders
The Registrant held its 2011 annual meeting of stockholders on May 11, 2011. At the annual meeting, the stockholders considered four proposals, each of which is described in more detail in the Registrant’s proxy statement for the meeting. The matters voted upon at the annual meeting and the results of the votes were as follows:
Proposal 1. Election of four directors for a three-year term to expire in 2014.
                         
                    BROKER  
    FOR     WITHHOLD     NON-VOTES  
Gretchen R. Haggerty
    72,130,460       362,831       21,029,566  
Richard P. Lavin
    69,772,563       2,270,728       21,029,566  
Marvin E. Lesser
    69,468,589       3,024,702       21,029,566  
James S. Metcalf
    72,056,138       437,153       21,029,566  
Proposal 2. Ratification of appointment of Deloitte & Touche LLP as the Registrants independent registered public accountants for 2011.
         
FOR   AGAINST   ABSTAIN
93,133,856
  312,512   76,488
Proposal 3. Approval, by advisory vote, of the compensation of the Registrant’s named executive officers.
             
            BROKER
FOR   AGAINST   ABSTAIN   NON-VOTES
62,738,259   9,604,942   150,090   21,029,566
Proposal 4. Recommendation, by advisory vote, of the frequency of future votes to approve the compensation of the Registrant’s named executive officers.
                 
                BROKER
THREE YEARS   TWO YEARS   ANNUALLY   ABSTAIN   NON-VOTES
46,273,501   230,515   25,823,673   165,602   21,029,566
The Registrant’s Board will consider this recommendation of the stockholders at a future meeting, and its decision regarding how frequently the Registrant will include an advisory vote on the compensation of its named executive officers in its proxy statement until the next required vote on such frequency will be included in an amendment to this Report.

 

 


 

SIGNATURE
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.
         
  USG CORPORATION
Registrant
 
 
Date: May 16, 2011  By:   /s/ Ellis A. Regenbogen    
    Vice President, Associate General   
    Counsel and Corporate Secretary