- Current report filing (8-K)
June 17 2011 - 5:12PM
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 Act of 1934
Date of Report (Date of earliest event reported): June 15, 2011
Omega Protein Corporation
(Exact name of registrant as specified in its charter)
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Nevada
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001-14003
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76-0562134
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2105 City West Boulevard
Suite 500
Houston, Texas
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77042
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(Address of principal executive offices)
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(Zip Code)
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(713)
623-0060
(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 240.14-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))
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Item 5.02.
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On June 15, 2011, the Board of Directors of Omega Protein Corporation (the Company), promoted Gregory
Toups, the Companys Vice President and Controller, to the additional position of Chief Accounting Officer, a position previously held by Bret Scholtes who continues as the Companys Executive Vice President and Chief Financial Officer.
Mr. Toups has served as the Companys Vice President and Controller since May 2008, as Controller since May 2005, and as Assistant Controller from March 2005 to May 2005. Prior thereto, Mr. Toups was employed by the accounting firms
Kushner LaGraize LLC, from November 2001 to March 2005, and by PricewaterhouseCoopers, LLP, from January 1998 to November 2001. In connection with his promotion, Mr. Toups annual base salary was increased to $200,000 effective
June 15, 2011.
Under the 2006 Long-Term Incentive Plan (the Plan) of the Company, on each date of the Companys Annual
Meeting of Stockholders, each Outside Director (as defined in the Plan) receives an automatic stock option grant under the Plan to purchase a number of shares of the Companys common stock at fair market value on the date of the grant. The
number of option shares is determined by the Board of Directors and is currently set at 10,000.
The Companys 2011 Annual Meeting of
Stockholders (the 2011 Stockholders Meeting) was held on June 15, 2011. Accordingly, each Outside Director (Dr. Gary L. Allee, Gary R. Goodwin, Paul M. Kearns, Dr. William E. M. Lands, David A. Owen and Harry O.
Nicodemus IV) received a stock option grant pursuant to the Plan for 10,000 shares of the Companys common stock. These non-qualified stock options vest six months and one day after the date of the grant and have an exercise price of $13.41 per
share, the fair market value of the Companys common stock on the date of grant.
On June 15, 2011, the Board of Directors elected
Joseph von Rosenberg III, the Companys Chairman of the Board, Chief Executive Officer and President, as Chairman of the Scientific Committee of the Board of Directors. Dr. William E.M. Lands and Dr. Gary Allee will continue to serve
as members of the Scientific Committee.
Item 5.07
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Submission of Matters to a Vote of Security Holders
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The following proposals were submitted to the holders of the Companys common stock (the Common Stock) for a vote at the 2011 Stockholders Meeting:
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1.
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The election of three Class I directors to the Board of Directors;
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2.
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The ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending
December 31, 2011;
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3.
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An advisory vote on executive compensation; and
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4.
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An advisory vote on the frequency of holding an advisory vote on executive compensation.
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The results of such votes were as follows:
1. The following votes were cast in the election of three Class I directors to the Board of Directors:
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Name of Nominee
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Number of Votes
Voted For
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Number of Votes
Withheld
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Number of Broker
Non-Votes
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Dr. Gary L. Allee
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5,116,768
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7,345,685
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3,026,511
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Dr. William E.M. Lands
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5,243,712
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7,218,741
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3,026,511
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David A. Owen
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4,558,350
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7,904,103
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3,026,511
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Proposal number 1 required a
plurality of the votes cast. Shares for which voting authority was withheld are counted for purposes of establishing a quorum but do not have any effect on election of the nominees. The Class I Directors terms expire at the 2014 Annual Meeting
of Stockholders.
2. The following votes were cast in the ratification of the appointment of PricewaterhouseCoopers LLP as the
Companys independent registered public accounting firm for the fiscal year ending December 31, 2011:
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Number of Votes
Voted For
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Number of Votes
Voted Against
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Number of Votes
Abstaining
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15,331,464
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148,588
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8,911
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3. The following
advisory (non-binding) votes were cast to approve the compensation paid to the Companys named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables
and narrative discussions in the 2011 Proxy Statement:
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Number of Votes
Voted For
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Number of Votes
Voted Against
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Number of Votes
Abstaining
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Number of
Broker
Non-Votes
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8,923,427
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3,524,732
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14,293
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3,026,511
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4. The following
advisory (non-binding) votes were cast on whether future stockholder advisory votes on executive compensation should be held every one, two or three years:
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Alternative
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Number of Votes
Voted For
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Every Year
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10,793,409
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Every 2 Years
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34,655
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Every 3 Years
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1,623,597
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Abstaining
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10,791
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Broker Non-Votes
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3,026,511
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On June 16, 2011, the
Company issued a press release reporting its selection to join the Russell 3000 Index. For additional information regarding the selection, please refer to the Companys press release attached to this report as Exhibit 99.1 and incorporated
herein by reference.
Item 9.01
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Financial Statements and Exhibits
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a. Financial Statements of Businesses Acquired.
None.
b. Pro Forma Financial Information
None.
c. Shell Company Transactions
None.
d.
Exhibits
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99.1
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Text of Press Release dated June 16, 2011 titled
Omega Protein Selected to Join the Russell 3000 Index.
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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 thereunto duly authorized.
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Omega Protein Corporation
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Dated: June 17, 2011
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/s/ John D. Held
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John D. Held
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Executive Vice President, General Counsel and Secretary
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