scx20171020_8k.htm

 

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

 

October 18, 2017

Date of Report (Date of earliest event reported)

 

THE L.S. STARRETT COMPANY

(Exact name of Registrant as specified in its charter)

 

 

 

   

Massachusetts

 

1-367

 

04-1866480

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

   

121 Crescent Street

Athol, Massachusetts

 

01331

(Address of principal executive offices)

 

(Zip Code)

 

(978) 249-3551

(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))

 

 

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-2of the Securities Exchange Act of 1934 (§ 240 12b-2 of this chapter).

 

Emerging Growth Company

 

If an emerging growth company, indicate by a 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 5.07

Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting was held on October 18, 2017. Proxies for the Annual Meeting were solicited by the Board pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitation. There were 6,219,238 A shares and a combined total of 13,864,688 A & B shares entitled to vote at the Annual Meeting. A total of 5,837,050 A shares and a combined total of 11,361,040 A & B shares were represented at the Annual Meeting in person or by proxy. The final votes on the proposals presented at the meeting were as follows:

 

 

Proposal No. 1 – Election of Directors

 

 

Thomas J. Riordan was elected as a director by the class A shareholders to hold office until the 2020 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation, or removal, by the following vote:

 

 

Nominee

For

Withheld

Uncast

       

Thomas J. Riordan

4,603,562

234,132

999,356

 

 

Russell D. Carreker and Christopher C. Gahagan were elected as directors by the class A & B shareholders to hold office until the 2020 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, or, if sooner, until each director’s death, resignation, or removal, by the following vote:

 

 

Nominee

For

Withheld

Uncast

       

Russell D. Carreker

10,005,840

328,474

1,026,726

       

Christopher C. Gahagan

10,000,232

334,082

1,026,726

 

 

Proposal No. 2 – Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers

 

The Company’s class A & B stockholders approved on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers, by the following vote:

 

 

For

Against

Abstain

Uncast

       

9,359,624

403,759

598,301

999,356

 

 

Proposal No. 3 – Non-Binding Advisory Vote on the Frequency of Holding Future Non-Binding Advisory Votes on the Compensation of the Company’s Named Executive Officers

 

The Company’s class A & B stockholders approved on a non-binding, advisory basis, the frequency of three years for holding future non-binding, advisory votes on the compensation paid to the Company’s named executive officers, by the following vote:

 

 

One Year

Two Years

Three Years

Abstain

Uncast

         

2,284,621

425,523

7,204,575

413,638

1,032,683

 

 

Based on these voting results, the Board has determined that it will hold a non-binding, advisory vote on the compensation paid to the Company’s named executive officers every three years until the next required stockholder vote on the frequency of non-binding, advisory votes on the compensation paid to the Company’s named executive officers.

 

 

 

 

Proposal No. 4Approval of The L. S. Starrett Company 2017 Employee’s Stock Purchase Plan

 

The Company’s class A & B stockholders approved the adoption of The L. S. Starrett Company 2017 Employees’ Stock Purchase Plan, by the following vote:

 

 

For

Against

Abstain

Uncast

       

10,128,977

65,743

166,964

999,356

 

 

Proposal No. 5Re-approval of the material terms of the performance goals under The L. S. Starrett Company 2012 Long-Term Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code

 

The Company’s class A & B stockholders re-approved the material terms of the performance goals under The L. S. Starrett Company 2012 Long-Term Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code, by the following vote:

 

 

For

Against

Abstain

Uncast

       

9,835,490

141,705

384,489

999,356

 

 

Proposal No. 6Ratification of Selection of Independent Registered Public Accounting Firm

 

The Company’s class A & B stockholders ratified the selection by the Audit Committee of the Board of Grant Thornton as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018, by the following vote:

 

 

For

Against

Abstain

     

11,002,276

177,141

181,623

 

 

 

 

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.

 

             

Date: October 20, 2017

 

 

 

THE L.S. STARRETT COMPANY

       
 

 

 

 

By:

 

/s/ Douglas A. Starrett

       
 

 

 

 

 

 

Name: Douglas A. Starrett

 

 

 

 

 

 

Title: President and Chief Executive Officer