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

USG Corporation

(Exact name of registrant as specified in its charter)

Delaware		1-8864		36-3329400
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

550 West Adams Street, Chicago, Illinois		60661-3676
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 436-4000

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Section 5 — Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders

The Registrant held its 2011 annual meeting of stockholders on May 11, 2011. At the annual meeting, the stockholders considered four proposals, each of which is described in more detail in the Registrant’s proxy statement for the meeting. The matters voted upon at the annual meeting and the results of the votes were as follows:

Proposal 1. Election of four directors for a three-year term to expire in 2014.

										BROKER
		FOR				WITHHOLD				NON-VOTES
Gretchen R. Haggerty			72,130,460				362,831				21,029,566
Richard P. Lavin			69,772,563				2,270,728				21,029,566
Marvin E. Lesser			69,468,589				3,024,702				21,029,566
James S. Metcalf			72,056,138				437,153				21,029,566

Proposal 2. Ratification of appointment of Deloitte & Touche LLP as the Registrants independent registered public accountants for 2011.

FOR		AGAINST		ABSTAIN
93,133,856		312,512		76,488

Proposal 3. Approval, by advisory vote, of the compensation of the Registrant’s named executive officers.

						BROKER
FOR		AGAINST		ABSTAIN		NON-VOTES
62,738,259		9,604,942		150,090		21,029,566

Proposal 4. Recommendation, by advisory vote, of the frequency of future votes to approve the compensation of the Registrant’s named executive officers.

								BROKER
THREE YEARS		TWO YEARS		ANNUALLY		ABSTAIN		NON-VOTES
46,273,501		230,515		25,823,673		165,602		21,029,566

The Registrant’s Board will consider this recommendation of the stockholders at a future meeting, and its decision regarding how frequently the Registrant will include an advisory vote on the compensation of its named executive officers in its proxy statement until the next required vote on such frequency will be included in an amendment to this Report.

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.