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): June 18, 2015

 

EMPIRE RESOURCES, INC.


(Exact name of registrant as specified in its charter)

 

Delaware

 

001-12127

 

22-3136782

(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
     

 

2115 Linwood Avenue

Fort Lee, New Jersey

 

07024

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (201) 944-2200

 

 

(Former name or former address, if changed since last report)

 

 

 

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))

 

 
 

 

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

 

On June 18, 2015, Empire Resources, Inc. (the “Company”) held its 2015 annual meeting of stockholders (the “Meeting”). At the Meeting, stockholders acted upon the matters outlined in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2015 (the “Proxy Statement”). There were 8,246,395 shares of common stock present at the Meeting in person or by proxy, which represented 94% of the voting power of the common stock entitled to vote at the Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on April 24, 2015.

 

The matters voted upon at the Meeting were as follows:

 

(1)Election of nine directors to serve on the Company’s board of directors for a term of one year or until their successors are elected and qualified.

 

(2)An advisory vote on executive compensation as disclosed in the Proxy Statement.

 

 

(3)Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.

 

 

For more information about the foregoing proposals, see the Proxy Statement. The number of votes cast for, against or withheld, abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:

 

(1)Election of directors:
Nominee Votes For Votes Withheld Broker Non-Votes
William Spier 5,247,953 209,342 2,789,100
Nathan Kahn 5,248,446 208,849 2,789,100
Sandra Kahn 5,225,003 232,292 2,789,100
Harvey Wrubel 5,242,567 214,728 2,789,100
Jack Bendheim 5,218,002 239,293 2,789,100
Peter G. Howard 5,238,767 218,528 2,789,100
Douglas Kass 5,422,276 35,019 2,789,100
Nathan Mazurek 5,341,804 115,491 2,789,100
Morris J. Smith 5,420,776 36,519 2,789,100

  

Each of the nine nominees for director was elected to serve until the next annual meeting of stockholders or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

 

 

 

 
 

 

 

(2)Advisory vote on executive compensation:

 

 

For   Against   Abstain   Broker Non-Votes
5,371,665   58,724   26,906   2,789,100

 

The stockholders approved, on a non-binding advisory basis, the compensation program for the Company’s named executive officers as disclosed in the Proxy Statement.

 

(3)Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015:

 

For   Against   Abstain
8,167,441   52,881   26,073

 

The stockholders ratified the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.

 

Item 8.01Other Events.

 

On June 18, 2015, the Company’s board of directors declared a regular cash dividend of $0.025 per share of its outstanding common stock, payable on July 17, 2015 to stockholders of record at the close of business on July 2, 2015. On June 19, 2015, the Company issued a press release announcing this regular dividend, a copy of which is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit Number   Description
99.1   Press release dated June 19, 2015



 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  EMPIRE RESOURCES, inc.  
                
Date: June 19, 2015 By:  /s/ Sandra Kahn  
    Name: Sandra Kahn      
    Title: Chief Financial Officer  

 

 

 
 

EXHIBIT INDEX

 

Exhibit Number   Description
99.1   Press release dated June 19, 2015.

 

 

 



Exhibit 99.1

 

EMPIRE RESOURCES DECLARES 49th CONSECUTIVE REGULAR QUARTERLY DIVIDEND

 

FORT LEE, N.J., June 19, 2015 -- Empire Resources, Inc. (NASDAQ: ERS) announced that its Board of Directors has declared a regular cash dividend of $0.025 per share. This cash dividend is payable on July 17, 2015 to stockholders of record at the close of business on July 2, 2015.

 

The Board of Directors intends to review its dividend policy on a quarterly basis and make its determination based on profitability, free cash flow and the other requirements of the business.

 

Empire Resources, Inc. is a distributor of a wide range of semi-finished metal products to customers in the transportation, automotive, housing, appliance and packaging industries in the U.S., Canada, Brazil, Australia, New Zealand and Europe. It maintains supply contracts with mills in various parts of the world.

 

This press release contains “forward-looking statements.” Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) the loss or default of one or more suppliers; (ii) the loss or default of one or more significant customers; (iii) a default by counterparties to derivative financial instruments; (iv) changes in general, national or regional economic conditions; (v) an act of war or terrorism that disrupts international shipping; (vi) changes in laws, regulations and tariffs; (vii) the imposition of anti-dumping duties on products the Company imports; (viii) changes in the size and nature of the Company’s competition; (ix) changes in interest rates, foreign currencies or spot prices of aluminum; (x) the loss of one or more key executives; (xi) increased credit risk from customers; (xii) the Company’s failure to grow internally or by acquisition and (xiii) the Company’s failure to improve operating margins and efficiencies. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

 

CONTACT: Investor Relations, Comm-Counsellors, LLC, Edward Nebb, +1-203-972-8350, enebb@optonline.net, or June Filingeri, +1-203-972-0186, junefil@optonline.net; or Shareholders, David Kronfeld, +1 917-408-1940, kronfeld@empireresources.com

 

 

 

 

Empire Resources, Inc. (NASDAQ:ERS)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Empire Resources, Inc. Charts.
Empire Resources, Inc. (NASDAQ:ERS)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Empire Resources, Inc. Charts.