---
schema_version: "secwatch.filing_event.v1"
accession: "0001104657-23-000080"
form_type: "8-K"
ticker: "MTRN"
cik: "0001104657"
company_name: "MATERION Corp"
filed_at: "2023-05-18T23:59:59+00:00"
generated_at: "2026-06-14T20:46:22.476200+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Materion shareholders elect all nine director nominees, approve say-on-pay at 2023 annual meeting

## Summary
- All nine director nominees elected; largest withhold was 2.9M shares for Vinod M. Khilnani.
- Advisory say-on-pay approved: 17.16M for vs 1.41M against, ~88% support.
- Ratification of Ernst & Young as auditor passed: 17.77M for, 1.52M against.
- Shareholders recommended annual say-on-pay frequency: 17.24M votes for 1-year option.
- 94% of outstanding shares (19.29M of 20.61M) represented at the meeting.

## SEC filing metadata
- accession: 0001104657-23-000080
- form_type: 8-K
- ticker: MTRN
- cik: 0001104657
- company_name: MATERION Corp
- filed_at: 2023-05-18T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1104657/000110465723000080/0001104657-23-000080-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1104657/000110465723000080/mtrn-20230517.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104657-23-000080
- JSON: https://secwatch.observer/filing/0001104657-23-000080.json
- Plain text: https://secwatch.observer/filing/0001104657-23-000080.txt

## Key facts
- Shareholder Votes
  MATERION Corp shareholders approved Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year 2023 at the 2023-05-17 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-17
  source text: Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year 2023 . The proposal was ratified based on the following vote: For 17,767,225 Against 1,519,515 Abstentions 6,868
  evidence_url: https://www.sec.gov/Archives/edgar/data/1104657/000110465723000080/0001104657-23-000080-index.htm
- Shareholder Votes
  MATERION Corp shareholders approved Election of Directors at the 2023-05-17 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-17
  source text: Election of Directors . The following individuals were nominated in 2023 to serve as directors until 2024. All nominees were elected. The results were as follows:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1104657/000110465723000080/0001104657-23-000080-index.htm
- Shareholder Votes
  MATERION Corp shareholders approved Approval, on an advisory basis, of the compensation of the Company's named executive officers at the 2023-05-17 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-17
  source text: Approval, on an advisory basis, of the compensation of the Company's named executive officers . The Company's shareholders approved, on an advisory, non-binding basis the compensation of the Company's named executive officers. For 17,160,793 Against 1,409,572 Abstentions 28,946 Broker Non-Votes 694,297
  evidence_url: https://www.sec.gov/Archives/edgar/data/1104657/000110465723000080/0001104657-23-000080-index.htm
- Shareholder Votes
  MATERION Corp shareholders approved Recommend, on an advisory basis, the frequency of future named executive officer compensation advisory votes at the 2023-05-17 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-17
  source text: Recommend, on an advisory basis, the frequency of future named executive officer compensation advisory votes. The Company's shareholders recommended, on an advisory, non-binding basis that the advisory vote on named executive officer compensation shall be held every year. 1 Year 17,237,839 2 Years 7,578 3 Years 1,348,065 Abstain 5,829 Broker Non-Votes 694,297
  evidence_url: https://www.sec.gov/Archives/edgar/data/1104657/000110465723000080/0001104657-23-000080-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.