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 2 23, 2019

GLOBAL BRASS AND COPPER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35938

06-1826563

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

475 N. Martingale Road Suite 1200

Schaumburg, IL

60173

(Address of principal executive offices)

(Zip Code)

(847) 240-4700

(Registrant’s 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:

☐ 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 ~~Soliciting~~registered ~~material~~ pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~of 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))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	BRSS	New York Stock Exchange

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

~~Securities~~Section ~~registered~~5 ~~pursuant~~- toCorporate ~~Section~~Governance ~~12(b)~~and ~~of the Act:~~Management

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	BRSS	New York Stock Exchange

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

~~Section 2~~On –May ~~Financial~~23, ~~Information~~2019, Global Brass and Copper Holdings, Inc. (the “Company”) held its annual meeting of stockholders. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders:

Item 2.02 Results of Operations and Financial Condition.

Election of directors	Shares Voted For	Shares Voted Against	Abstentions	Broker Non-Votes
Vicki L. Avril	19,191,997	209,746	4,952	1,241,297
Donald L. Marsh	19,202,207	199,531	4,957	1,241,297
Bradford T. Ray	19,281,392	120,143	5,160	1,241,297
John H. Walker	19,265,134	137,422	4,139	1,241,297
John J. Wasz	19,356,494	46,058	4,143	1,241,297
Martin E. Welch, III	19,279,890	121,646	5,159	1,241,297
Ronald C. Whitaker	19,216,819	184,717	5,159	1,241,297

On May 2, 2019, Global Brass and Copper Holdings, Inc. (the “Company”) issued a press release reporting financial results for the first quarter of 2019 and affirming its guidance for the full year of 2019. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Shares Voted

For

Shares

Voted

Against

Abstentions

Broker

Non-Votes

Ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent public accounting firm for 2019

20,441,222

197,424

9,346

Vote to approve, on an advisory basis, the compensation of the Company's named executive officers

18,785,610

612,368

8,717

1,241,297

The information contained in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.SIGNATURES

~~Section 9~~Pursuant –to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~Item~~GLOBAL 9BRASS AND COPPER HOLDINGS, INC.01 ~~Financial~~By: ~~Statements~~/s/ ~~and~~Christopher ~~Exhibits~~J. Kodosky Christopher J. Kodosky Chief Financial Officer

~~(d) Exhibits~~Date: May 23, 2019

Exhibit Number		Exhibit Description
99.1		Press release issued May 2, 2019, announcing financial results, furnished herewith.

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 thereunto duly authorized.

GLOBAL BRASS AND COPPER HOLDINGS, INC By: /s/ Christopher J. Kodosky Christopher J. Kodosky Chief Financial Officer

Date: May 2, 2019

Filing Compare · GLOBAL BRASS & COPPER HOLDINGS, INC.