Current Report Filing (8-k)
September 21 2017 - 8:02AM
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) September 18, 2017
PATTERSON COMPANIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Minnesota
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0-20572
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41-0886515
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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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1031 Mendota Heights Road
St. Paul, Minnesota 55120
(Address of Principal Executive Offices, including Zip Code)
(651) 686-1600
(Registrants Telephone Number, including Area Code)
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 (
see
General Instruction A.2. below):
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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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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
(17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §24 .12b-2).
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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(a) Patterson Companies, Inc. (the
Company) held its annual meeting of shareholders (the Annual Meeting) on September 18, 2017. There were 95,775,922 shares of the Companys common stock outstanding and entitled to vote at the Annual Meeting. At the
Annual Meeting, the holders of 89,809,222 shares of common stock were represented in person or by proxy; therefore, a quorum was present.
(b) The matters
that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.
Proposal No. 1: Election of Directors
John D. Buck, Alex N. Blanco, Jody H. Feragen, Sarena S. Lin, Ellen A. Rudnick, Neil A. Schrimsher, Les C. Vinney and James W. Wiltz were
elected directors of the Company to have terms expiring in 2018, and until their successors shall be elected and duly qualified. The results of the vote were as follows:
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For
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Against
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Abstain
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Votes
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Percentage of
Shares Voted
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Votes
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Percentage of
Shares Voted
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Votes
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Percentage of
Shares Voted
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Broker
Non-Votes
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John D. Buck
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71,705,700
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88.73%
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8,945,140
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11.07%
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153,453
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0.18%
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9,004,929
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Alex N. Blanco
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71,725,587
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88.76%
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8,952,270
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11.07%
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126,436
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0.15%
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9,004,929
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Jody H. Feragen
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71,727,527
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88.76%
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8,928,892
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11.05%
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147,874
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0.18%
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9,004,929
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Sarena S. Lin
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71,710,002
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88.74%
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8,946,150
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11.07%
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148,141
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0.18%
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9,004,929
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Ellen A. Rudnick
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70,997,497
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87.86%
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9,694,270
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11.99%
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112,526
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0.13%
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9,004,929
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Neil A. Schrimsher
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71,687,759
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88.71%
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8,957,024
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11.08%
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159,510
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0.19%
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9,004,929
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Les C. Vinney
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71,680,730
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88.70%
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8,946,975
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11.07%
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176,588
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0.21%
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9,004,929
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James W. Wiltz
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71,724,592
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88.76%
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8,903,067
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11.01%
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176,634
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0.21%
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9,004,929
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Proposal No. 2: Advisory Vote on Executive Compensation
The proposal regarding advisory approval of the Companys executive compensation program was approved. The results of the non-binding vote
were as follows:
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For
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Against
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Abstain
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Votes
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Percentage of
Shares Voted
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Votes
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Percentage of
Shares Voted
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Votes
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Percentage of
Shares Voted
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Broker
Non-Votes
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70,123,782
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86.78%
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10,565,506
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13.07%
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115,005
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0.14%
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9,004,929
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Proposal No. 3: Advisory Vote on Frequency of Shareholder Votes on Executive Compensation
The proposal to recommend, by non-binding vote, whether shareholder votes on executive compensation shall be held every one, two or three years
received voting results as follows:
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One Year
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Two Years
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Three Years
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Abstain
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Votes
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Percentage of
Shares Voted
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Votes
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Percentage of
Shares Voted
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Votes
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Percentage of
Shares Voted
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Votes
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Percentage of
Shares Voted
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Broker
Non-Votes
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76,469,700
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94.63%
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222,325
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0.27%
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3,976,858
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4.92%
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135,410
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0.16%
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9,004,929
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Proposal No. 4: Ratification of the Appointment of the Companys Independent Registered Public
Accounting Firm
The proposal to ratify the appointment of Ernst and Young LLP as the Companys independent registered public
accounting firm for the fiscal year ending April 28, 2018 was approved. The results of the vote were as follows:
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For
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Against
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Abstain
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Votes
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Percentage of
Shares Voted
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Votes
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Percentage of
Shares Voted
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Votes
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Percentage of
Shares Voted
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89,208,439
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99.33%
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539,948
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0.60%
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60,835
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0.06%
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(d) On September 19, 2017, the Companys Board of Directors decided, in light of the above-referenced vote on
Proposal No. 3, that it will include a shareholder vote on the compensation of executives in its proxy materials every one year until the next required vote on the frequency of shareholder votes on the compensation of executives.
On September 20, 2017, the Company entered into a stock repurchase
plan agreement established in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the 1934 Act), in connection with its previously disclosed board-authorized March 2013 plan to purchase up to 25 million
shares through March 19, 2018. As of September 20, 2017, a total of approximately 12.8 million shares remain available for purchase under such repurchase authorization. A Rule 10b5-1 plan allows a company to repurchase its shares at
times when it otherwise might be unable to do so under the 1934 Acts insider trading rules.
The Companys designated broker
has authority under the Companys 10b5-1 repurchase plan agreement (the Plan) to repurchase up to $37.5 million of the Companys common stock through October 27, 2017, unless terminated earlier in accordance with the terms
of the Plan. Because the repurchases under the Plan will be subject to specified parameters and certain price and volume restraints as established in the Plan, there is no guarantee as to the exact number of shares that will be repurchased, or that
there will be any repurchases at all pursuant to the Plan.
S
IGNATURES
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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PATTERSON COMPANIES, INC.
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Date: September 21, 2017
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By:
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/s/ Les B. Korsh
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Les B. Korsh
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Vice President, General Counsel and Secretary
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