Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders of L. B. Foster Company (the
Company) held on May 25, 2016 (the Annual Meeting), the Companys shareholders approved the amendment and restatement of the 2006 Omnibus Incentive Plan (the Plan). Subject to the adjustment provisions
of the Plan, the Plan authorizes up to 1,270,000 shares of the Companys common stock for issuance under the Plan (increased from 900,000 shares by shareholder approval at the Annual Meeting).
Employees, officers, consultants, and independent contractors of the Company and its subsidiaries, and the non-employee directors of the
Companys Board of Directors (the Board) are eligible to receive grants under the Plan. The Plan provides for the grant of the following types of awards: stock options, stock appreciation rights (SARs), restricted stock,
restricted stock units, performance grants (cash and equity), dividends or dividend equivalent rights, cash awards, and other stock-based awards.
Subject to the adjustment provisions of the Plan, no participant may be granted under the Plan: (i) stock options or SARs for more than
300,000 shares in any one fiscal year, (ii) performance grants (payable in stock) that are intended to be performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (as amended, the Code) for more
than 150,000 shares (measured on a target award level on the grant date) in any one fiscal year; and (iii) performance grants (payable in cash) that are intended to be performance-based compensation under Section 162(m) of the Code for
more than $5,000,000 (measured on a target award level on the grant date) in any one fiscal year. In the case of non-employee directors of the Board and subject to adjustment in accordance with the terms of the Plan, no non-employee director may
receive, in any one fiscal year of the Company, awards specifically granted under the Plan with an aggregate maximum value, calculated as of their respective grant dates, of more than $300,000.
For performance awards intended to be performance-based compensation under Section 162(m) of the Code, performance grants will be
conditioned upon the achievement of pre-established goals relating to one or more of the following performance measures, as determined in writing by the Compensation Committee of the Board (the Committee) and subject to such
modifications as specified by the Committee: cash flow; cash flow from operations; earnings (including, but not limited to, earnings before interest, taxes, depreciation and amortization or some variation thereof); earnings per share, diluted or
basic; earnings per share from continuing operations; net asset turnover; inventory turnover; days sales outstanding on receivables; capital expenditures; debt; debt reduction; working capital (including as a percentage of sales); return on
investment; return on sales; return on invested capital; net or gross sales; gross profit on sales; material gross profit (gross profit on material portion of sales); performance profit (operating income minus an allocated charge approximating the
Companys cost of capital, before or after tax); purchase variance; delivery variance; quality; customer satisfaction; comparable site sales; market share; economic value added; cost of capital; change in assets; expense reduction levels;
productivity; delivery performance; safety record and/or performance; environmental record and/or performance; stock price; return on equity or capital employed; total or relative increases to shareholder return; return on capital; return on assets
or net assets; revenue; income or net income; operating income or net operating income; operating income adjusted for management fees and depreciation and amortization; pre-tax income (including on an as-adjusted basis); operating profit or net
operating profit; non-performing assets; asset sale targets; value of assets; employee retention/attrition rates; investments; regulatory compliance; satisfactory internal or external audits; improvement of financial ratings; value creation; gross
margin, operating margin or profit margin; completion of acquisitions, business expansion, product diversification, new or expanded market penetration and other non-financial operating and management performance objectives, any combination of the
foregoing, and such other business performance criteria as may, from time to time, be established by the Committee in the applicable award agreement.
The above description of the Plan document is qualified in its entirety by a copy of the Plan, which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
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 on May 25, 2016. The shareholders considered four proposals, each of which is described in the Companys definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2016. Results of voting with
respect to the proposals submitted at the Annual Meeting are set forth below.
Proposal 1
: Election of Directors
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Name
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Votes
For
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Votes
Withheld
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Broker
Non-vote
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Robert P. Bauer
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6,946,703
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1,356,675
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1,213,130
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Lee B. Foster, II
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7,773,317
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530,061
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1,213,130
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Dirk Jungé
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7,655,288
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648,090
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1,213,130
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Diane B. Owen
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7,766,736
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536,642
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1,213,130
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Robert S. Purgason
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8,182,705
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120,673
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1,213,130
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William H. Rackoff
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7,737,304
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566,074
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1,213,130
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Suzanne B. Rowland
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7,773,645
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529,733
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1,213,130
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Bradley S. Vizi
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8,123,216
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180,162
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1,213,130
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As a result of the shareholder vote, all of the foregoing nominees were elected to serve until the next annual meeting of
shareholders or until their successors are elected and qualified.
Proposal 2
: Ratification of appointment of Ernst & Young LLP as the Companys independent
registered public accounting firm for 2016:
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Votes
For
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Votes
Against
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Abstentions
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9,321,629
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181,899
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12,980
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The foregoing proposal was approved.
Proposal 3
: Advisory approval of named executive officers 2015 compensation.
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-vote
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7,551,706
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717,304
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34,368
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1,213,130
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The foregoing proposal was approved.
Proposal 4
: Approval of the Amended and Restated 2006 Omnibus Incentive Plan.
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-vote
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7,501,740
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783,384
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18,254
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1,213,130
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The foregoing proposal was approved.
No other matters or proposals were voted on at the Annual Meeting.