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: ~~June~~August 3014, 2020 (Date of earliest event reported)


A. M. CASTLE & CO.
(Exact name of registrant as specified in its charter)


Maryland	1-5415	36-0879160
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1420 Kensington Road, Suite 220 Oak Brook, IL 60523
(Address of principal executive offices)


Registrant's telephone number including area code: (847) 455-7111


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 (see General Instruction A.2. below):

[ X] 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 13 e-4(c) under the Exchange Act (17 CFR 240.13 e-4(c))

Securities registered pursuant to Section 12(gb) of the Act: None

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share			CTAM			OTCQX Best Market

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 52.0302 – ~~Amendments~~Results ~~to Articles~~ of ~~Incorporation~~Operations orand ~~Bylaws;~~Financial ~~Change in Fiscal Year.~~Condition

AtIn ~~the~~accordance ~~Annual~~with ~~Meeting~~General ofInstruction ~~Stockholders for A~~B.M.2 ~~Castle~~to &Form ~~Co. (the “Company”) held on June 30~~8-K, ~~2020,~~ the ~~Company’s~~following ~~stockholders~~information ~~approved~~shall anot ~~proposal~~be todeemed ~~amend~~“filed” ~~the~~for ~~Company’s~~purposes ~~charter to authorize an increase in the Company’s authorized shares~~ of ~~capital~~Section ~~stock~~18 ~~and Common Stock. On June 30, 2020, the Company filed Articles~~ of ~~Amendment with~~ the ~~Secretary~~Securities ofExchange ~~State~~Act of ~~the State of Maryland~~1934, ~~which~~as amended, ~~its~~nor ~~Articles~~shall ofit ~~Amendment~~be ~~and~~deemed ~~Restatement~~incorporated ~~effective~~by onreference ~~such~~in ~~date.~~any Afiling ~~copy~~under of the ~~Articles~~Securities Act of ~~Amendment~~1933, ~~is included~~ as ~~Exhibit~~amended, ~~3.1~~except toas ~~this~~shall ~~Current~~be ~~Report~~expressly onset ~~Form~~forth ~~8-K~~by ~~and~~specific isreference ~~incorporated~~in ~~herein~~such bya ~~reference~~filing.

The ~~material~~information ~~terms~~regarding of the ~~amendment~~results toof ~~the~~operations ~~Company’s~~and ~~charter~~financial ~~are~~condition ~~described~~of ~~in more detail in~~ the Company's ~~Proxy~~for ~~Statement, filed with~~ the ~~Securities~~second ~~and~~quarter ended ~~Exchange~~June ~~Commission on May 29~~30, 2020, ~~(the~~responsive ~~“Proxy~~to ~~Statement”)~~this ~~under~~Item ~~“Proposal No~~2.02, 4and –contained ~~Approval~~in ofExhibit ~~Charter Amendment to Increase Authorized Shares of Common Stock~~99.”1 ~~Such~~filed ~~description~~herewith, is ~~qualified~~incorporated ~~in its entirety~~ by reference ~~to the text of the Articles of Amendment~~herein.

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

The Company held its Annual Meeting of Stockholders on June 30, 2020. The matters that were voted on at the Annual Meeting of Stockholders and the final voting results for each matter are set forth below.

Proposal No. 1: Election of Directors

The following director nominees were elected to the Board of Directors of the Company to serve until to serve until the Company’s 2021 Annual Meeting of Stockholders or until their successors are elected and qualified.

Director Nominee	For	Abstain	Broker Non-Votes
Jeffrey A. Brodsky	57,005,521	78,586	625,062
Marec E. Edgar	57,076,529	7,578	625,062
Jonathan B. Mellin	57,004,320	79,787	625,062
Steven W. Scheinkman	57,076,147	7,960	625,062
Jonathan Segal	57,075,864	8,243	625,062
Michael J. Sheehan	57,075,867	8,240	625,062
Parker Tornell	57,075,874	8,233	625,062

Proposal No. 2: Advisory Vote to Approve Executive Compensation

A proposal to approve, on an advisory non-binding basis, the Company's executive compensation as disclosed in the Proxy Statement passed as follows:

For			Against			Abstain			Broker Non-Votes
57,070,558			11,554			1,995			625,062

Proposal No. 3: Ratification of Appointment of Independent Registered Public Accounting Firm

The appointment of Deloitte & Touche LLP as the Company's independent registered public

accounting firm for the fiscal year ending December 31, 2020 was ratified as follows:

For			Against			Abstain			Broker Non-Votes
57,707,054			1,709			406			0

Proposal No. 4: Approval of Charter Amendment to Increase Authorized Shares of Common Stock

A proposal to approve the amendment of the Company’s Articles of Amendment and Restatement to authorize an increase in the Company’s authorized shares of capital stock and Common Stock passed as follows:

For			Against			Abstain			Broker Non-Votes
56,597,326			486,337			444			625,062

Item 9.01 – Financial Statements and Exhibits

(d) The following ~~exhibit~~exhibits isare filed herewith:

Exhibit Number						Description
3.1						Articles of Amendment of A.M. Castle & Co., dated June 30, 2020
99.1						Press Release, August 14, 2020

Cautionary Note Regarding Forward Looking Statements

The information contained in the press release attached to this Form 8-K and the contents of this Form 8-K should be read in conjunction with our filings made with the Securities and Exchange Commission. This Form 8-K contains “forward-looking statements”. Forward-looking statements are those that do not relate solely to historical fact. Such forward-looking statements only speak as of the date of this release and the Company assumes no obligation to update the information included in this report. Such forward-looking statements reflect our expectations, estimates or projections concerning our possible or assumed future results of operations, including, but not limited to, descriptions of our business strategy, and the benefits we expect to achieve from our working capital management initiative. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “predict,” “plan,” “should,” or similar expressions. These statements are not guarantees of performance or results, and they involve risks, uncertainties, and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include the impact of volatility of metals prices, the cyclical and seasonal aspects of our business, our ability to effectively manage inventory levels, the impact of our substantial level of indebtedness, the impact of the novel Coronavirus (COVID-19) pandemic on our financial results and business, as well as those risk factors identified in oour Annual Report on Form 10-K for the fiscal year ended December 31, 2019, our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019, Part II Item 1A of our quarterly report on Form 10-Q for the quarter ended March 31, 2020, and Part II Item 1A of quarterly report on Form 10-Q for the quarter ended June 30, 2020, which will be subsequently filed with the Securities and Exchange Commission. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except as required by the federal securities laws, we do not have any obligation or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future, to reflect the occurrence of unanticipated events or for any other reason.

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.M. CASTLE & CO.

By:

/s/ Jeremy Steele

July 2, 2020

Jeremy Steele

August 14, 2020

Jeremy Steele

Senior Vice President, General Counsel & Secretary

Filing Compare · A. M. Castle & Co.