Form 8-K

 

 

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

Date of Report (Date of Earliest Event Reported): October 4, 2013

 

 

SCHMITT INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Oregon   000-23996   93-1151989

(State or other jurisdiction

of incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

2765 N.W. Nicolai Street

Portland, Oregon

   97210-1818
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (503) 227-7908

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))

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

  (a) Schmitt Industries, Inc. (the “Company”) held its Annual Meeting of Shareholders on October 4, 2013 (the “Meeting”).

 

  (b) Three matters, which are more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission, were submitted to a vote of security holders at the Meeting:

 

  1. To elect two directors for the next year;

 

  2. To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers; and

 

  3. To approve the frequency of shareholder advisory votes with respect to Executive Compensation.

At the Meeting, 1,836,533 shares of common stock were represented in person or proxy, which constituted 61.40 percent of the 2,990,910 shares of the Company outstanding and entitled to vote at the Meeting as of August 19, 2013, the record date of the Meeting, and a quorum. Each share was entitled to one vote at the Meeting.

 

  1. Election of Directors. The following directors were elected at the Meeting by votes cast as follows:

 

     Votes for      Votes
Against or
Withheld		      Broker
Non-votes		  

David M. Hudson

      1,612,722         223,811         —     

James A. Fitzhenry

      1,610,267         226,266         —     

 

  2. Say-on-Pay. The proposal to approve, on an advisory basis, the Compensation of the Company’s Named Executive Officers (as defined in the Proxy Statement) passed with the following votes:

 

For

   

Against

   

Abstentions

   

Broker Non-votes

1,416,925

    338,258    81,350    —  

 

  3. Frequency of Shareholder Advisory Votes on Executive Compensation. The proposal to approve the frequency of the shareholder advisory votes on named executive officer compensation passed with the following votes:

 

1 year

   

2 year

   

3 year

   

Abstentions

1,482,950

    83,009    83,300    187,274

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.

 

  SCHMITT INDUSTRIES, INC.
October 9, 2013   By:  

/s/ Ann M. Ferguson

    Name: Ann M. Ferguson
    Title: Chief Financial Officer and Treasurer