Current Report Filing (8-k)
August 15 2018 - 9:02AM
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): August 14, 2018
CSW INDUSTRIALS, INC.
(Exact Name Of Registrant As Specified In Charter)
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Delaware
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001-37454
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47-2266942
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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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5420 Lyndon B. Johnson Freeway, Suite 500
Dallas, Texas 75240
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code:
(214) 884-3777
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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☐
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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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☐
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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 (§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 ☐
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 3.03
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Material Modification to Rights of Security Holders.
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The information provided in Item 5.03 of this Current Report on Form
8-K
regarding amendments to the Certificate of
Incorporation and Bylaws of CSW Industrials, Inc. (the Company) is incorporated by reference into this Item 3.03.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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As discussed under Item 5.07 of this Current Report on Form
8-K,
on August 14, 2018, the Companys
stockholders approved amendments to the Companys Certificate of Incorporation to remove supermajority vote requirements and replace such requirements with a voting standard requiring a majority of outstanding shares.
In connection with the amendments to the Companys Certificate of Incorporation, on August 14, 2018, the Companys Board of Directors approved
the amendment of the Companys Bylaws, effective August 14, 2018. Section 6.3 of the Bylaws was amended to reduce the
two-thirds
voting requirement for stockholders to amend the Bylaws to a
majority of outstanding shares.
The foregoing description of the amendments to the Companys Certificate of Incorporation and Bylaws is qualified in
its entirety by reference to the full text of, and should be read in conjunction with, the Certificate of Incorporation and Bylaws, copies of which are filed with this Current Report on Form
8-K
as Exhibits
3.1 and 3.2 and which are incorporated herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On August 14, 2018, the Company held its 2018 Annual Meeting of Stockholders (the Meeting). The number of shares present at the Meeting was
14,514,626, representing 92.3% of the 15,731,337 shares issued and outstanding that were entitled to vote on June 28, 2018, the record date for the Meeting.
Four items of business were submitted to stockholders at the Meeting. The voting results for each proposal are set forth below. Percentages shown are
calculated in accordance with the methodology for counting votes for each proposal as described in the proxy statement related to the Meeting.
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1.
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Election of Directors.
The director nominees listed below were duly elected at the Meeting for a
one-year
term expiring in 2019 pursuant to the following votes:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Joseph Armes
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12,082,536 (95.1
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%)
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624,304 (4.9
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%)
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1,807,786
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Robert Swartz
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12,094,002 (95.2
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612,838 (4.8
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%)
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1,807,786
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2.
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Advisory Vote on Executive Compensation
. The proposal for approval, on an advisory basis, of the
compensation of the Companys named executive officers was approved pursuant to the following votes:
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Votes FOR:
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11,236,558 (90.0
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%)
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Votes AGAINST:
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1,251,827 (10.0
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%)
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Votes ABSTAINED:
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218,455
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Broker
Non-Votes:
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1,807,786
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3.
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Charter Amendments to Remove Supermajority Voting Requirements.
The proposal to amend the
Companys Certificate of Incorporation to remove supermajority voting requirements was approved pursuant to the following votes:
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Votes FOR:
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12,450,869 (79.1
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%)
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Votes AGAINST:
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230,145 (1.8
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%)
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Votes ABSTAINED:
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25,826 (0.2
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%)
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Broker
Non-Votes:
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1,807,786 (11.5
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%)
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4.
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Ratification of Independent Registered Public Accounting Firm
. Grant Thornton LLP was ratified to
serve as the Companys independent registered public accounting firm for fiscal 2019 pursuant to the following votes:
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Votes FOR:
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14,398,874 (99.8
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%)
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Votes AGAINST:
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27,795 (0.2
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%)
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Votes ABSTAINED:
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87,957
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Broker
Non-Votes:
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0
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No other matters were voted on at the Meeting.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
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 hereunto duly authorized.
Dated: August 15, 2018
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By:
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/s/ Luke E. Alverson
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Name:
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Luke E. Alverson
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Title:
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Senior Vice President, General Counsel & Secretary
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