Trinseo Shareholders Approve Option Forfeiture, 10% Share Issuance

Trinseo (NYSE:TSE) filed an 8-K reporting results of its 25 Jun 2025 Annual General Meeting, where 85.5 % of outstanding shares were represented.

Rhea-AI Filing Summary

Trinseo (NYSE:TSE) filed an 8-K reporting results of its 25 Jun 2025 Annual General Meeting, where 85.5 % of outstanding shares were represented.

• Directors: all nine nominees re-elected.
• Say-on-Pay: 96.8 % support for 2024 compensation.
• Auditor: PwC ratified through 2025.
• Capital flexibility: shareholders authorized the Board to issue shares and disapply pre-emption rights on up to 10 % of issued capital.
• Treasury share re-issuance: price-range approved.
• 2014 Omnibus Incentive Plan amended; updated plan filed as Exhibit 10.1.
• Option forfeiture: CEO, CFO and CLO to surrender certain options (≈90 % approval).

No financial results were provided; the filing centers on governance and equity authorization, implying potential dilution offset by reduced option overhang.

Positive

• Executive option forfeiture approved, reducing existing equity overhang and signaling accountability

Negative

• Board authorized to issue up to 10% new shares and bypass pre-emption rights, creating potential dilution risk for current holders

Insights

Corporate Governance Expert

Board wins broad backing; new share authority merits monitoring.

All proposals passed convincingly, reflecting institutional confidence. The authority to issue up to 10 % new equity without pre-emption enhances financial flexibility for M&A or balance-sheet repair but introduces dilution risk if exercised when the share price is weak. Turnout of 85 % and ~97 % FOR votes underline strong alignment. Approval of executive option forfeiture marginally reduces overhang and demonstrates accountability. Governance remains shareholder-friendly, yet investors should track any follow-on issuances that could pressure valuation.

Compensation Analyst

Option forfeiture trims overhang; larger equity pool offsets gain.

Shareholders backed the amended Omnibus Incentive Plan with 98 % support, expanding the share reserve for future grants—potentially dilutive if fully utilized. The unusual forfeiture of options by the CEO, CFO and CLO signals a pay-for-performance stance and reduces existing dilution, but no figures were disclosed to gauge magnitude. A 96.8 % Say-on-Pay result confirms investor comfort with overall compensation. Net outcome is neutral: immediate dilution relief balanced by enlarged grant capacity.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many TSE shares were represented at the 2025 AGM?

30,495,443 shares, or about 85.5% of shares entitled to vote, were present or represented.

Did TSE shareholders approve the 2024 executive compensation package?

Yes, 22,976,245 votes (96.8%) were cast FOR, with 742,263 AGAINST.

What authority to issue shares did TSE's board receive?

Shareholders allowed the board to issue shares and opt out of pre-emption rights for up to 10% of issued share capital.

Which auditing firm was ratified for TSE in 2025?

PricewaterhouseCoopers LLP was ratified with 28,808,438 FOR, 1,684,549 AGAINST and 2,456 abstentions.

What executive option forfeiture was approved?

The CEO, CFO and CLO will forfeit certain stock options after 21,843,490 votes FOR versus 1,872,272 AGAINST.

Was the amendment to TSE's Omnibus Incentive Plan passed?

Yes, it passed with 23,267,791 FOR, 458,092 AGAINST and 17,042 abstentions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2025 - 09:22 AM EDT Learn about SEC filing dates

0001519061false00-000000000015190612025-06-252025-06-25

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): June 25, 2025

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Trinseo PLC

(Exact name of registrant as specified in its charter)

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Ireland	​	001-36473	​	N/A
(State or other jurisdiction of incorporation or organization)	​	(Commission File Number)	​	(I.R.S. Employer Identification Number)

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440 East Swedesford Road, Suite 301,

Wayne, Pennsylvania 19087

(Address of principal executive offices, including zip code)

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(610) 240-3200

(Telephone number, including area code)

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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):

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☐ 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:

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Title of Each Class	Trading symbol(s)	Name of Each Exchange on which registered
Ordinary Shares, par value $0.01 per share	TSE	New York Stock Exchange

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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).

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Emerging growth company ☐

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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. ☐

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

On June 25, 2025, Trinseo PLC (the “Company”) held its Annual General Meeting of Shareholders. A total of 30,495,443 shares were present or represented by proxy, which accounted for approximately 85.5% of the shares entitled to vote at the Annual General Meeting. The Company’s shareholders voted on the following eight proposals and cast their votes as set forth below.

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Annual General Meeting Proposal One: Election of Nine Directors

The Company’s shareholders approved the election of nine director nominees to serve a term expiring at the end of the 2026 annual general meeting of shareholders by the votes set forth in the table below:

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Name	For	Against	Abstain	Broker Non-Votes
K’Lynne Johnson	23,608,649	120,071	14,205	6,752,518
Joseph Alvarado	23,339,077	398,132	5,716	6,752,518
Frank Bozich	23,498,456	236,215	8,254	6,752,518
Victoria Brifo	23,613,229	117,520	12,176	6,752,518
Jeffrey Cote	22,005,776	1,724,934	12,215	6,752,518
Jeanmarie Desmond	23,611,648	119,068	12,209	6,752,518
Matthew Farrell	23,621,459	117,800	3,666	6,752,518
Sandra Beach Lin	23,633,753	105,231	3,941	6,752,518
Henri Steinmetz	23,612,174	126,485	4,266	6,752,518

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Annual General Meeting Proposal Two: Approval, on an Advisory Basis, of the Company’s Named Executive Officers Compensation

The Company’s shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers by the votes set forth in the table below:

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For	Against	Abstain	Broker Non-Votes
22,976,245	742,263	24,417	6,752,518

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Annual General Meeting Proposal Three: Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

The Company’s shareholders ratified the audit committee’s appointment of PricewaterhouseCoopers LLP to be the Company’s independent registered public accounting firm for the year ending December 31, 2025, and to authorize, by binding vote, the Audit Committee of the Board to set its auditors’ remuneration by the votes set forth in the table below:

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For	Against	Abstain
28,808,438	1,684,549	2,456

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Annual General Meeting Proposal Four: Approval of Authority to Issue Shares

The Company’s shareholders approved the grant of authority of the Company’s Board of Directors to issue shares, by the votes set forth in the table below:

For	Against	Abstain
29,811,045	643,389	41,009

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Annual General Meeting Proposal Five: Approval of Authority to Opt Out of Statutory Pre-emption Rights

The Company’s shareholders approved the authority of the Company’s Board of Directors to opt out of statutory pre-emption rights, with respect to up to 10% of issued share capital, by the votes set forth in the table below:

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For	Against	Abstain
29,874,623	565,448	55,372

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Annual General Meeting Proposal Six: Approval of Price Range for Re-issuance of Treasury Shares

The Company’s shareholders approved the price range for the Company’s re-issuance of treasury shares, as described in the proxy statement, by the votes set forth in the table below:

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For	Against	Abstain
30,049,224	419,256	26,963

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Annual General Meeting Proposal Seven: Approval of Amendment to Omnibus Incentive Plan

The Company’s shareholders approved the amendment to the Company’s Omnibus Incentive Plan, by the votes set forth in the table below. The amended Omnibus Incentive Plan is attached hereto as Exhibit 10.1.

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For	Against	Abstain	Broker Non-Votes
23,267,791	458,092	17,042	6,752,518

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Annual General Meeting Proposal Eight: Approval of Forfeiture of Options by Certain Executive Officers

The Company’s shareholders approved the forfeiture of certain options by the Company’s CEO, CFO and CLO, by the votes set forth in the table below.

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For	Against	Abstain	Broker Non-Votes
21,843,490	1,872,272	27,163	6,752,518

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ITEM 9.01	Exhibits.
10.1	Trinseo PLC Amended and Restated 2014 Omnibus Incentive Plan (as amended)
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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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.

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	TRINSEO PLC
	By:	/s/ Angelo Chaclas
	Name:	Angelo Chaclas
	Title:	Senior Vice President and Chief Legal Officer
Date: June 26, 2025

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