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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 9, 2024
MATERION CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 001-15885 34-1919973
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
6070 Parkland Blvd., Mayfield Hts., Ohio 44124
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code (216) 486-4200

Not Applicable
(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par value MTRN New York Stock Exchange

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 (§204.12b-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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐



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

On May 9, 2024, Materion Corporation (the "Company") held its 2024 Annual Meeting of Shareholders (the "Annual Meeting"). Set forth below are the proposals voted upon at the Annual Meeting and the final voting results.

As of the record date of the Annual Meeting, there were 20,730,895 common shares outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 19,694,681 common shares, or approximately 95% of the outstanding common shares entitled to vote, were represented in person or by proxy. Those common shares were voted as follows:

(1) Election of Directors.
The following individuals were nominated in 2024 to serve as directors until 2025. All nominees were elected. The results were as follows:
DirectorForWithholdBroker Non-Votes
Vinod M. Khilnani15,930,288 2,991,817 772,576 
Emily M. Liggett18,314,825 607,280 772,576 
Robert J. Phillippy18,067,027 855,078 772,576 
Patrick Prevost18,213,329 708,776 772,576 
N. Mohan Reddy17,838,006 1,084,099 772,576 
Craig S. Shular17,784,748 1,137,357 772,576 
Darlene J. S. Solomon18,274,293 647,812 772,576 
Robert B. Toth18,096,096 826,009 772,576 
Jugal K. Vijayvargiya18,404,783 517,322 772,576 

(2) Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year 2024.
The proposal was ratified based on the following vote:
For18,796,640 
Against882,254 
Abstentions15,787 

(3) Approval, on an advisory basis, of the compensation of the Company's named executive officers.
The Company's shareholders approved, on an advisory, non-binding basis the compensation of the Company's named executive officers.
For17,921,463 
Against973,482 
Abstentions27,160 
Broker Non-Votes772,576 







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.

Materion Corporation
May 10, 2024By:/s/ Shelly M. Chadwick
Shelly M. Chadwick
Vice President, Finance and Chief Financial Officer











































v3.24.1.1.u2
DEI Document
May 09, 2024
Document Information [Line Items]  
Entity Central Index Key 0001104657
Document Type 8-K
Document Period End Date May 09, 2024
Entity Registrant Name MATERION CORPORATION
Entity Incorporation, State or Country Code OH
Amendment Flag false
Entity Emerging Growth Company false
Entity File Number 001-15885
Entity Tax Identification Number 34-1919973
Entity Address, Address Line One 6070 Parkland Blvd.
Entity Address, City or Town Mayfield Hts.
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44124
City Area Code 216
Local Phone Number 486-4200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, no par value
Trading Symbol MTRN
Security Exchange Name NYSE
Materion (NYSE:MTRN)
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