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
 
April 22, 2010
Date of Report (Date of earliest event reported)
 
 
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
1-13948
62-1612879
(State or other jurisdiction of
(Commission file number)
(I.R.S. Employer
incorporation or organization)
  
Identification No.)
 
100 North Point Center East, Suite 600
    
Alpharetta, Georgia
  
30022
(Address of principal executive offices)
  
(Zip code)
 
1-800-514-0186
(Registrant’s telephone number, including area code)
 
 
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)
x  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 240.13c-4(c))
 
 
 
 

Item 5.07            Submission of Matters to a Vote of Security Holders

At Schweitzer-Mauduit International, Inc’s (the Company’s) Annual Meeting of Stockholders held April 22, 2010, stockholders voted through the solicitation of proxies on the items listed below.

Item 1 – Election of two Class III directors

The following individuals were elected as directors to serve until the 2013 Annual Meeting of Stockholders and until their successors are elected and have qualified.

Nominees
  
For
    
Withheld
    
Abstain
    
Broker Non-Vote
  
Frédéric P. Villoutreix
     13,710,519       507,780       0       3,516,590  
Anderson D. Warlick
     13,977,214       241,085       0       3,516,590  

The Annual Meeting was adjourned and will be reconvened May 6, 2010 at 11 a.m. at the Company’s headquarters at 100 North Point Center East, Suite 600, Alpharetta, Georgia to vote on Item 2 – Approval of Restricted Stock Plan.

Item 5.02            Departure of Directors or Executive Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

At its meeting on April 22, 2010, the Board of Directors of the Company amended its Restricted Stock Plan (the Plan) as follows:

 
·
To increase the change in control trigger from the acquisition of 15% of the shares outstanding to 30% of the shares outstanding;
 
·
To establish a minimum restriction period on transferability of non-performance share awards of  three (3) years and on transferability of performance based share awards of one (1) year; and
 
·
To include a trailing average three-year burn rate limit that will act as a limit on the dilutive effect of the Plan.

The Plan should be reviewed in its entirety and is subject to approval of the Company’s stockholders, with said vote to be taken at the reconvened Annual Meeting of Stockholders to be held on  May 6, 2010. The amended Restricted Stock Plan is attached hereto as Exhibit 10.22 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

 
(d)
Exhibits

10.22 Restricted Stock Plan

 
 
 

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.

 
Schweitzer-Mauduit International, Inc.
   
 
By:
/s/ Peter J. Thompson
   
Peter J. Thompson
   
Executive Vice President, Finance & Strategic
Planning

Dated:  April 26, 2010

 
 
 

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
Current Report on Form 8-K
Dated April 26, 2010

INDEX TO EXHIBITS

Exhibit No.
  
Description
     
10.22
  
Restricted Stock Plan