Item 5.07
Submission of Matters to a Vote of Security Holders.
Advanced Energy Industries, Inc. (the "Company") held its 2017 Annual Meeting of Stockholders on Thursday, May 4, 2017 to vote on seven proposals. The following matters as set forth in the Proxy Statement dated March 14, 2017, which was filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, were voted upon with the results indicated below.
1. Election of seven (7) directors.
The following seven nominees were elected to serve as directors of the Company, with the following votes tabulated:
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For
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Withhold
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Broker Non-Vote
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Frederick A. Ball
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33,387,977
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475,559
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3,325,225
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Grant H. Beard
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32,289,706
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1,573,830
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3,325,225
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Ronald C. Foster
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33,396,378
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467,158
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3,325,225
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Edward C. Grady
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33,387,766
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475,770
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3,325,225
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Thomas M. Rohrs
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29,250,737
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4,612,799
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3,325,225
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John A. Roush
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33,377,034
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486,502
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3,325,225
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Yuval Wasserman
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33,429,989
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433,547
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3,325,225
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Each director has been elected to serve until the 2018 Annual Meeting of Stockholders, or until his successor has been elected and qualified or until such director's earlier resignation or removal.
2. Ratification of the appointment of Grant Thornton LLP as Advanced Energy's independent registered public accounting firm for 2017.
The appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2017 was ratified, with the following votes tabulated:
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For
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Against
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Abstain
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Broker Non-Vote
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35,780,955
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1,383,593
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24,213
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—
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3. Approval of the Company’s 2017 Omnibus Incentive Plan; (including the form of the long term incentive plan attached thereto).
The Company’s 2017 Omnibus Incentive Plan as disclosed in the proxy statement was approved, with the following votes tabulated:
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For
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Against
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Abstain
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Broker Non-Vote
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31,802,763
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2,025,047
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35,726
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3,325,225
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4. Approval on the Company's short term incentive plan.
The Company’s short term incentive plan as disclosed in the proxy statement was approved, with the following votes tabulated:
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For
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Against
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Abstain
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Broker Non-Vote
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32,677,015
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1,151,666
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34,855
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3,325,225
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5. Advisory approval on the Company's executive compensation of its named executive officers.
The advisory approval of the compensation of the Company's named executive officers as disclosed in the proxy statement was approved, with the following votes tabulated:
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For
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Against
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Abstain
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Broker Non-Vote
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32,285,219
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1,539,828
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38,489
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3,325,225
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6. Advisory vote on the frequency of future advisory votes on executive compensation.
The advisory vote on the frequency of future advisory votes on executive compensation as disclosed in the proxy statement was approved, with the following votes tabulated:
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1 year
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2 years
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3 years
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Abstain
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27,631,156
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23,581
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6,162,859
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—
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Based on the voting results set forth above, the Company’s Board of Directors has determined that an advisory vote by the shareholders regarding named executive officer compensation as set forth in the proxy statement will be conducted on an annual basis.
7. Approval of an amendment to the Company’s bylaws to provide that Delaware will serve as the exclusive forum for the adjudication of certain legal disputes.
Approval of an amendment to the Company’s bylaws to provide that Delaware will serve as the exclusive forum for the adjudication of certain legal disputes as disclosed in the proxy statement was approved, with the following votes tabulated:
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For
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Against
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Abstain
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Broker Non-Vote
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17,866,098
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15,971,110
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26,328
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3,325,225
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Given the Directors’ prior approval of the amendment to the Company’s bylaws and the concurrence of shareholders reflected in the voting outcome shown above, such amendment is immediately effective upon the vote.
8. Any other matters of business properly brought before the meeting.
None.