Current Report Filing (8-k)
November 23 2016 - 08:51AM
Edgar (US Regulatory)
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):
November 17, 2016
ATRM
Holdings, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Minnesota
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001-36318
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41-1439182
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(State
or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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3050
Echo Lake Avenue, Suite 300, Mahtomedi, Minnesota
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55115
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(651) 704-1800
N/A
(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 follow 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.
On
November 17, 2016, ATRM Holdings, Inc. (the “Company”) held its 2016 Annual Meeting of Shareholders (the “Annual
Meeting”). The following matters were submitted to a vote of the Company’s shareholders at the Annual Meeting: (i)
the election of five directors to serve until the Company’s 2017 Annual Meeting of Shareholders and until their successors
are duly elected and qualify; (ii) the ratification of the appointment of Boulay PLLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2016; (iii) an amendment to the Company’s 2014 Incentive
Plan to increase the number of shares of the Company’s common stock authorized and reserved for issuance thereunder to 400,000
shares; and (iv) a non-binding advisory resolution to approve the compensation of the Company’s named executive officers.
The number of shares of the Company’s common stock outstanding and eligible to vote as of October 5, 2016, the record date
for the Annual Meeting, was 2,366,219.
Each
of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting was approved by the requisite vote
of the Company’s shareholders. Set forth below is the number of votes cast for, against or withheld, as well as the number
of abstentions and broker non-votes, as to each such matter, including a separate tabulation with respect to each nominee for
director, as applicable:
Proposal
1
Election
of Directors
Director Nominees
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For
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Withheld
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Broker
Non-Votes
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Jeffrey E. Eberwein
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1,569,697
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5,982
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672,821
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Morgan P. Hanlon
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1,567,977
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7,702
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672,821
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Alfred John Knapp, Jr.
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1,567,977
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7,702
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672,821
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Daniel M. Koch
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1,569,697
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5,982
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672,821
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Galen Vetter
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1,567,977
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7,702
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672,821
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Proposal 2
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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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Ratification of the appointment of Boulay PLLP
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2,242,231
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6,061
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208
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—
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Proposal 3
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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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Amendment to the Company’s 2014 Incentive Plan
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1,552,846
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22,355
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478
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672,821
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Proposal 4
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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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Advisory vote on compensation of named executive officers
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1,557,532
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17,490
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675
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672,821
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A
copy of the Company’s 2014 Incentive Plan reflecting the amendment is attached hereto as Exhibit 10.1 and incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No.
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Description
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10.1
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2014
Incentive Plan, as amended.
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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.
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ATRM HOLDINGS, INC.
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Dated:
November 23, 2016
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By:
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/s/
Stephen A. Clark
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Name:
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Stephen
A. Clark
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Title:
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Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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2014
Incentive Plan, as amended.
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