Current Report Filing (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): June 1 , 2017

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 for Northwest Pipe Company (the “Company”) on June 1, 2017, the Company’s shareholders: (i) elected three directors; (ii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers; (iii) approved, on an advisory basis, “1 Year” as the frequency with which the Company should include an advisory vote on executive compensation in future proxy statements; and (iv) ratified the appointment of Moss Adams LLP as the Company’s independent registered public accountants for the year ending December 31, 2017. Set forth below are the voting results for each of these proposals.

Proposal 1: Election of three directors:

Nominee	For	Withheld	Broker Non-votes
Michelle Applebaum (three-year term)	7,646,919	178,420	1,115,443
Michael Franson (two-year term)	7,659,329	166,010	1,115,443
Scott Montross (three-year term)	6,919,628	905,711	1,115,443

Proposal 2: Advisory vote on executive compensation:

For		Against		Abstain		Broker Non-votes
6,812,283		829,354		183,702		1,115,443

Proposal 3: Advisory vote on the frequency of shareholder advisory votes on executive compensation:

1 Year		2 Years		3 Years		Abstain		Broker Non-votes
6,608,873		56,707		979,809		179,950		1,115,443

Based on the voting results on Propo sal 3, and consistent with the Board’s recommendation of “1 Year” as the frequency of shareholder advisory votes on executive compensation, the Company has determined to include an advisory vote on the compensation of the Company’s named executive officers in its proxy materials for each annual meeting of shareholders until the next required advisory vote on the frequency of shareholder advisory votes on executive compensation.

Proposal 4: Ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accountants for the year ending December 31, 2017:

For		Against		Abstain		Broker Non-votes
8,884,791		53,573		2,418		-

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 6, 2017.


NORTHWEST PIPE COMPANY
(Registrant)

By		/s/ Robin Gantt
		Robin Gantt, Senior Vice President , Chief Financial Officer and Corporate Secretary