Current Report Filing (8-k)
February 01 2017 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHAN
GE 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):
J
anuary 31
, 201
7
_________
__________
___________________________________
L
INDSAY CORPORATION
(Exact name of registrant as specified in its charter)
_
___________________
__________
________________________
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Delaware
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1-13419
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47-0554096
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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2222 North 111
th
Street
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Omaha, Nebraska
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68164
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(Address of principal executive offices)
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(Zip Code)
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(402)
829-6800
(Registrant’s telephone number, including area code)
Not applicable
(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 5.07. Submission of Matters to a Vote of Security Holders.
On January 31, 2017, Lindsay Corporation (the “Company”) held its
annual meeting of stockholders
(the “2017 Annual Meeting”).
A total of
9,232,936
shares of the Company’
s
common stock, or
86.67
% of
the 10,653,479
shares entitled to vote, were represented in person or by proxy at the 2017 Annual Meeting
.
The final results for each of the matters submitted to a stockholder vote at the 2017 Annual Meeting are se
t forth below.
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1.
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The stockholders elected three directors with terms expiring in 2020, based on the following voting results:
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Votes For
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Votes Withheld
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Broker Non-Votes
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Election of Directors
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Michael N. Christodolou
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8,202,151
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158,669
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872,116
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W. Thomas Jagodinski
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8,244,973
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115,847
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872,116
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David B. Rayburn
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8,243,032
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117,788
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872,116
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2.
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The stockholders ratified t
he appointment of KPMG LLP as the
Company’s
independent registered public accounting firm for the fiscal year ending August 31, 2017
, based on the following voting results:
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Votes For
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Votes Against
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Abstentions
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Ratification of Independent Registered Public Accounting Firm
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9,190,857
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37,800
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4,279
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3.
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The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following voting results:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Advisory Vote on Executive Compensation
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8,122,285
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225,118
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13,417
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872,116
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4.
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The stockholders approved, on an advisory basis, one year as the frequency of the
stockholder
advisory vote to approve
the compensation of the Company’s named executive officers
, based on the following voting results:
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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Advisory Vote on the Frequency of Future Stockholder Advisory Votes on Executive Compensation
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7,705,377
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184,291
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433,539
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37,613
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872,116
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In accordance with Item 5.07(d) of Form 8-K, the Company now reports that,
after considering the outcome of
the foregoing majority stockho
lder vote in favor of holding a
stockholder
advisory
vote every year to approve the compensation of the Company’s named executive officers, the Company’s Board of Direc
tors has decided to hold such a
stockholder
advisory
vote every year to approve the compensation of the Company’s named executive officers. The Company shall continue to hold such vote every year until the next vote on the frequency of stockholder
advisory
votes on the compensation of the Company’s named executive officers, which is expected to occur at the Company’s annual meeting of stockholders in 2023
.
SIGNATURES
Pursuant to the requirements of the Securities Exchang
e Act of 1934, as amended, the r
egistrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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/s/ Brian L. Ketcham _
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Dated: February 1, 2017
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LINDSAY CORPORATION
By:
/s/ Brian L. Ketcham
Brian L. Ketcham, Vice President and Chief Financial Officer
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