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) May 27, 2014 (May 22, 2014)

L.B. Foster Company

 

(Exact name of registrant as specified in its charter)

 

Pennsylvania

  

000-10436

  

25-1324733

(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

415 Holiday Drive, Pittsburgh, Pennsylvania

  

15220

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (412) 928-3400

 

 

 

(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 (see General Instruction A.2. below):

 

¨ 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.

L.B. Foster Company (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) on May 22, 2014. The shareholders considered three proposals, each of which is described in the Company’s definitive proxy statement dated April 11, 2014 and filed with the Securities and Exchange Commission. Results of votes with respect to the proposals submitted at the Annual Meeting are set forth below.

Proposal 1: Election of Directors

 

Name

    Votes
For		    Votes
Against		    Broker
Non-vote

Robert P. Bauer

    8,042,503    560,028    1,033,029

Lee B. Foster, II

    8,039,138    563,393    1,033,029

Peter McIlroy II

    7,710,026    892,505    1,033,029

G. Thomas McKane

    7,684,938    917,593    1,033,029

Diane B. Owen

    8,041,634    560,897    1,033,029

William H. Rackoff

    7,671,905    930,626    1,033,029

Suzanne B. Rowland

    8,054,227    548,304    1,033,029

As a result of the shareholder vote, all of the foregoing nominees were elected to serve until the next annual meeting of shareholders or until their successors are elected and qualified.

Proposal 2: Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014:

 

     Votes
For		    Votes
Against		    Abstentions

Ernst & Young LLP

    9,433,862    178,484    23,214

 

The foregoing proposal was approved.

Proposal 3: Advisory vote on named executive officers’ 2013 compensation.

 

     Votes
For		      Votes
Against		      Abstentions      Broker
Non-vote		  

Advisory vote on compensation paid to named executive officers

      7,747,021         799,230         56,280         1,033,029   

 

The foregoing proposal was approved.

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.

 

     

L.B. Foster Company

(Registrant)

Date: May 27, 2014       /s/ Patrick J. Guinee
      Patrick J. Guinee
     

Vice President, General Counsel

and Corporate Secretary