Current Report Filing (8-k)
January 13 2023 - 06:46AM
Edgar (US Regulatory)
false000083615700008361572023-01-102023-01-10
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
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Date of Report (Date of earliest event reported):
January 10, 2023
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Lindsay 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 or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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18135 Burke Street
Suite 100
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Omaha,
Nebraska
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68022
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code:
(402)
829-6800
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(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))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $1.00 par value
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LNN
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New York Stock Exchange
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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 5.07 Submission of Matters to a Vote of Security
Holders.
On January 10, 2023, Lindsay Corporation (the “Company”) held its
annual meeting of stockholders (the “Fiscal 2023 Annual Meeting”).
A total of 9,606,797 shares of the Company’s common stock, or
87.28% of the 11,006,852 shares entitled to vote, were represented
in person or by proxy at the Fiscal 2023 Annual Meeting.
The final results for each of the matters submitted to a
stockholder vote at the Fiscal 2023 Annual Meeting are set forth
below.
1.
The stockholders elected three directors with terms expiring at the
fiscal 2026 annual meeting of stockholders, 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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8,144,447
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1,018,365
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443,985
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Ibrahim Gokcen
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8,708,302
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454,510
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443,985
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David B. Rayburn
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8,969,076
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193,736
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443,985
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2.
The stockholders ratified the appointment of KPMG LLP as the
Company’s independent registered public accounting firm for the
fiscal year ending August 31, 2023, 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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9,156,535
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442,763
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7,499
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3.
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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8,595,267
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550,135
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17,410
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443,985
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4.
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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8,837,377
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4,473
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311,861
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9,101
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443,985
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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 stockholder 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
Directors has decided to continue 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 fiscal 2029.
Item 9.01 Financial Statements and Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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.
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LINDSAY CORPORATION
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Date:
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January 13, 2023
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By:
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/s/ Brian L. Ketcham
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Brian L. Ketcham, Senior Vice President and Chief Financial
Officer
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Lindsay (NYSE:LNN)
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