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): June 2, 2016
NORTHWEST PIPE COMPANY
(Exact name of registrant as specified in its charter)
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OREGON |
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0-27140 |
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93-0557988 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
5721 SE Columbia Way, Suite 200
Vancouver, WA 98661
(360) 397-6250
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 AMENDMENTS TO ARTICLES OF INCORORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On June 2, 2016, the Board of Directors of Northwest Pipe Company (the “Company”) approved the Company’s Third Amended and Restated Bylaws (the “Bylaws”), which reflect certain administrative and clarifying changes, including, but not limited to, reducing the required notice for special meetings of the board of directors from 3 days to 24 hours, and expanding the means of notice to and voting by directors to include electronic communications.
The foregoing description of the Third Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders for the Company on June 2, 2016, the Company’s shareholders: (i) elected two directors; (ii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers; and (iii) ratified the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016. Set forth below are the voting results for each of these proposals.
Proposal 1: Election of three directors:
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Nominee |
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For |
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Withheld |
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Broker Non-votes |
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James Declusin (three-year term) |
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6,508,409 |
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1,335,916 |
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1,054,366 |
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Harry Demorest (three-year term) |
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6,515,728 |
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1,328,597 |
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1,054,366 |
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Proposal 2: Advisory vote on executive compensation:
| For | Against | Abstain | Broker Non-votes | |||||
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6,937,976 |
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732,812 |
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173,537 |
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1,054,366 | ||
Proposal 3: Ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accountants for the year ending December 31, 2016:
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For |
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Against |
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Abstain |
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Broker Non-votes |
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8,847,900 |
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41,909 |
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8,882 |
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— |
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit Number |
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Description |
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3.1 |
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Third Amended and Restated Bylaws | ||||||
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 thereunto duly authorized on June 7, 2016.
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NORTHWEST PIPE COMPANY | ||||
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(Registrant) | ||||
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By |
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/s/ Robin Gantt | ||
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Robin Gantt, Senior Vice President, Chief Financial Officer and Corporate Secretary | |||