UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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 ~~the~~Report ~~Securities~~(Date ~~Exchange Act~~ of ~~1934~~earliest event reported)

~~Date of Report (Date of Earliest Event Reported):~~August ~~June 18~~6, 2019 ~~(June 17, 2019)~~

Versum Materials, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-37664	47-5632014
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
8555 South River Parkway, Tempe, Arizona		85284
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (602) 282-1000



8555 South River Parkway, Tempe, Arizona		85284
(Address of principal executive offices)		(Zip Code)

(602) 282-1000

(Registrant’s telephone number, including area code)

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))

☐ 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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	VSM	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 (§ 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 5 2.0702 Results ~~Submission~~ of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On ~~June~~August 176, 2019, Versum Materials, Inc. (the “~~Versum~~Company”) ~~held~~issued a ~~special~~press ~~meeting~~release ofannouncing ~~stockholders (~~the ~~“Versum~~Company’s ~~Special~~results ~~Meeting”) at which holders~~ of ~~Versum’s~~operations ~~common~~for ~~stock,~~its ~~par~~fiscal ~~value~~third ~~$1.00~~quarter ~~per~~ended ~~share~~June 30, ~~approved~~2019. A ~~each~~copy of the ~~proposals~~press ~~voted~~release onis atattached ~~the Versum Special Meeting relating~~ to ~~the~~this ~~transactions~~Current ~~contemplated~~Report byon ~~the~~Form 8-K ~~Agreement and Plan of Merger, dated~~ as ~~of April~~Exhibit ~~12, 2019 (the “Merger Agreement”), by and among Versum, Merck KGaA, Darmstadt, Germany and EMD Performance Materials Holding, Inc~~99. ~~The voting results were as follows:~~ 1.

1. The ~~proposal~~information tocontained ~~adopt~~in this Current Report on Form 8-K and the ~~Merger~~Exhibits ~~Agreement~~shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “~~Merger~~Exchange ~~Agreement Proposal~~Act”):, or otherwise subject to the liabilities of that section, nor shall it be deemed 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 filing.

Votes For		Votes Against		Abstentions		Broker Non-Votes
83,654,232		139,278		272,868		—

Item 9.01 Financial Statements and Exhibits.

2.(d) The proposal to approve on a non-binding, advisory basis of the compensation that will or may be paid to Versum’s named executive officers in connection with the transactions contemplated by the Merger Agreement: Exhibits.

Votes For		Votes Against		Abstentions	Broker Non-Votes
	Exhibit No.		Description
80,842,168		2,768,656		455,554	—
	99.1		Press release dated August 6, 2019

3. In connection with the Versum Special Meeting, the Board of Directors of Versum also solicited proxies with respect to the proposal to adjourn the Versum Special Meeting to solicit additional proxies if there were not sufficient votes to approve the Merger Agreement Proposal or to ensure that any supplement or amendment to the proxy statement relating to the Versum Special Meeting was timely provided to Versum stockholders (the “Adjournment Proposal”). The Adjournment Proposal was not submitted to Versum stockholders for approval at the Versum Special Meeting because Versum stockholders approved the Merger Agreement Proposal. SIGNATURES

Item 8.01 Other Events.

On June 17, 2019, Versum issued a press release announcing results of the voting at the Versum Special Meeting held on June 17, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)		Exhibits
Exhibit No.		Description
99.1		Press release, dated June 17, 2019, issued by Versum announcing results of the voting at the Versum Special Meeting held on June 17, 2019.

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.

			VERSUM MATERIALS, INC.
				Versum Materials, Inc.
Date: June 17, 2019			By:		/s/ Michael W. Valente
Date:	August 6, 2019	By:		/s/ Michael W. Valente
					Name: Michael W. Valente
				Michael W. Valente
					Title: Senior Vice President, General Counsel and Secretary
				Senior Vice President, General Counsel and Secretary

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