nwpx20180608_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

 

Date of Report (Date of earliest event reported): June 6, 2018

 


NORTHWEST PIPE COMPANY

(Exact name of registrant as specified in its charter)

 


 

OREGON

 

0-27140

 

93-0557988

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(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:

 

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-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company    ☐

 

If an emerging growth company, indicate by 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

 

At the Annual Meeting of Shareholders of Northwest Pipe Company (the “Company”) on June 6, 2018, 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 accountants for the year ending December 31, 2018. Set forth below are the voting results for each of these proposals.

 

Proposal 1:      Election of two directors:

 

               

Nominee

  

For

  

Withheld

  

Broker Non-votes

 

Keith Larson (three-year term)

  

4,830,265

  

2,900,537

  

1,289,645

 

Richard Roman (three-year term)

  

4,985,530

  

2,745,272

  

1,289,645

 

 

Proposal 2:      Advisory vote on executive compensation:

 

For

  Against   Abstain  

Broker Non-votes

6,896,852

 

693,866

 

140,084

 

1,289,645

 

Proposal 3:      Ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accountants for the year ending December 31, 2018:

 

             

For

 

Against

 

Abstain

 

Broker Non-votes

9,006,253

 

11,854

 

2,340

 

-

 

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 on June 11, 2018.

 

 

NORTHWEST PIPE COMPANY

 

 

(Registrant)

 

 

 

 

 

 

By

/s/ Robin Gantt

 

 

 

Robin Gantt,

Senior Vice President,

Chief Financial Officer and Corporate Secretary