Current Report Filing (8-k)

Date : 05/22/2019 @ 8:05PM
Source : Edgar (US Regulatory)
Stock : Raven Industries Inc (RAVN)
Quote : 34.695  0.0 (0.00%) @ 9:00AM

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
 
 
May 21, 2019
 
Date of Report
(Date of Earliest Event Reported)
 
 
 
 
RAVEN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
South Dakota
001-07982
46-0246171
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
205 East 6th Street, P.O. Box 5107, Sioux Falls, SD 57117-5107
(Address of principal executive offices)
 
(605) 336-2750
(Registrant's 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:
¨      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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock, $1 par value
 
RAVN
 
The Nasdaq Global Select Market

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 o
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.           o
 
 
 
 
 






Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”) of Raven Industries, Inc. (the “Company”) held on May 21, 2019, the Company’s shareholders, upon the recommendation of the Board of Directors, approved the Raven Industries, Inc. 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan will replace the existing Amended and Restated 2010 Stock Incentive Plan (the “2010 Plan”), such that no new awards will be made under the 2010 Plan. The number of shares of the Company’s common stock that may be the subject of awards and issued under the 2019 Plan is 1,300,000, plus any shares that were subject to outstanding awards under the 2010 Plan as of the effective date of the 2019 Plan, to the extent that the associated awards under the 2010 Plan expire, are forfeited or cancelled or are settled in cash. Awards outstanding under the 2010 Plan as of the date the 2019 Plan becomes effective will continue to be subject to the terms of the 2010 Plan.
 
A description of the material terms of the 2019 Plan is set forth in the Company’s definitive proxy statement relating to the 2019 Annual Meeting and filed with the Securities and Exchange Commission on April 8, 2019.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders at the 2019 Annual Meeting:

 
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
1.
Election of Directors.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Jason M. Andringa
28,302,746.000

 
200,168.000

 
38,257.000

 
4,466,157.000

 
David L. Chicoine
27,796,073.000

 
701,770.000

 
43,328.000

 
4,466,157.000

 
Thomas S. Everist
28,210,369.000

 
294,624.000

 
36,178.000

 
4,466,157.000

 
Janet M. Holloway
28,204,076.000

 
282,176.000

 
54,919.000

 
4,466,157.000

 
Kevin T. Kirby
27,868,535.000

 
456,757.000

 
215,879.000

 
4,466,157.000

 
Marc E. LeBaron
28,296,687.000

 
197,772.000

 
46,712.000

 
4,466,157.000

 
Lois M. Martin
28,224,280.000

 
267,021.000

 
49,870.000

 
4,466,157.000

 
Richard W. Parod
28,280,428.000

 
207,372.000

 
53,371.000

 
4,466,157.000

 
Daniel A. Rykhus
28,214,814.000

 
286,160.000

 
40,197.000

 
4,466,157.000


 
 
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
2.
Approved, by a non-binding advisory vote, the compensation of our executive officers disclosed in the Proxy Statement.
 
26,511,213.000

 
1,946,154.000

 
83,804.000

 
4,466,157.000

 
 
 
 
 
 
 
 
 
 

 
 
Votes For
 
Votes Against
 
Abstentions
 
3.
Ratification of the appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm for the Company's fiscal year ending January 31, 2020.
32,903,599.000

 
48,310.000

 
55,419.000

 
 
 
 
 
 
 
 
 






 
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Vote
4.
Approval of the Raven Industries, Inc. 2019 Equity Incentive Plan.
26,852,125.000

 
1,603,671.000

 
85,375.000

 
4,466,157.000

 
 
 
 
 
 
 
 
 

Based upon the submission of proxies and ballots by the required votes all directors/nominees have been elected, the non-binding advisory vote on executive compensation has been approved, Deloitte & Touche LLP has been ratified as the Company’s Independent Registered Public Accounting Firm for fiscal year 2020 and the Raven Industries, Inc. 2019 Equity Incentive Plan has been approved.

Each proposal was approved by the Company’s shareholders by the required vote.

Item 9.01. Financial Statements and Exhibits.
Exhibit
No.
 
Description
 
Raven Industries, Inc. 2019 Equity Incentive Plan adopted May 21, 2019 (incorporated herein by reference to Appendix A of the Company’s definitive Proxy Statement filed April 8, 2019).



    








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 thereunto duly authorized.

                                
RAVEN INDUSTRIES, INC.
/s/ Lee A. Magnuson
Lee A. Magnuson
Vice President & General Counsel, Secretary
            
Date: May 22, 2019



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