Current Report Filing (8-k)
August 04 2017 - 5:03PM
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):
August 3, 2017
Eagle
Materials Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-12984
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75-2520779
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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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3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas
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75219
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(Address of principal executive offices)
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(Zip code)
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Registrants telephone number including area code:
(214) 432-2000
Not Applicable
(Former name or former address if changed from 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
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Submission of Matters to a Vote of Security Holders.
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The Company held its Annual
Meeting of Stockholders on August 3, 2017. At the Annual Meeting, Michael R. Nicolais and Richard R. Stewart were elected to the Board of Directors by the holders of the Companys Common Stock, par value $0.01 per share, to serve until the
2020 Annual Meeting of Stockholders. The Companys stockholders also approved an advisory resolution regarding the compensation of the Companys named executive officers, as well as the expected appointment by the Companys Board of
Directors of Ernst & Young LLP as the Companys independent auditors for the fiscal year ending March 31, 2018. The Companys stockholders also recommended, by advisory vote, that future advisory votes on the compensation of
the Companys named executive officers be held every one year. Voting results for the director nominees and the other proposals are summarized below:
Election of Class II Directors
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Number of Shares of Common Stock
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Director Nominee
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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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Michael R. Nicolais
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41,111,845
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2,288,675
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13,365
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3,112,856
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Richard R. Stewart
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42,670,019
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719,508
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24,358
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3,112,856
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F. William Barnett, Ed H. Bowman and Richard Beckwitt continue to serve as directors with a term expiring in
2018. George J. Damiris, Martin M. Ellen and David B. Powers continue to serve as directors with a term expiring in 2019.
Approval of
an advisory resolution regarding the compensation of the Companys named executive officers
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Number of Shares of Common Stock
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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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41,254,755
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2,143,613
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15,517
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3,112,856
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Recommendation, by advisory vote, regarding the frequency of future advisory votes on the compensation of
the Companys named executive officers
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Number of Shares of Common
Stock
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3 Years
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2 Years
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1 Year
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Abstain
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6,981,720
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113,917
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35,315,299
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865,936
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On August 3, 2017, after considering the results of the stockholder advisory vote and other factors, the
Companys Board of Directors determined that the Company will hold an annual advisory vote on the compensation of the Companys named executive officers until the next required advisory vote on the frequency of stockholder votes on the
compensation of the Companys named executive officers or the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders of the Company.
Approval of Ernst & Young LLP as the Independent Auditors
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Number of Shares of Common
Stock
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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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45,280,264
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1,228,906
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17,571
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0
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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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EAGLE MATERIALS INC.
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By:
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/s/ James H. Graass
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James H. Graass
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Executive Vice President, General Counsel and
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Secretary
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Date: August 4, 2017
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