Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on November 2, 2020. Proxies for the Annual Meeting were solicited by the Board pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitation. There were 6,329,317 Class A shares, with each Class A share entitling the record holder thereof to one vote per share and 657,270 Class B shares, with each Class B share entitling the record holder thereof to 10 votes per share, for a combined total of 6,986,587 Class A and Class B shares entitled to vote at the Annual Meeting. A total of 5,180,424 Class A shares and 4,349,931 Class B shares, for a combined total of 9,530,355 Class A and Class B shares were represented at the Annual Meeting in person or by proxy, after giving effect to the respective voting power of the Class A shares and Class B shares described in the previous sentence. The final votes on the proposals presented at the meeting were as follows:
Proposal No. 1 - Election of Directors
Thomas J. Riordan was elected as a director by the Class A shareholders to hold office until the 2023 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation, or removal, by the following vote:
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Nominee
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For
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Withheld
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Broker Non-Vote
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Thomas J. Riordan
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2,730,712
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1,390,910
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1,058,802
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Russell D. Carreker was elected as a director by the Class A and Class B shareholders to hold office until the 2023 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation, or removal, by the following vote:
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Nominee
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For
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Withheld
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Broker Non-Vote
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Russell D. Carreker
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6,154,715
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2,316,538
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1,058,802
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Christopher C. Gahagan was elected as a director by the Class A and Class B shareholders to hold office until the 2023 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation, or removal, by the following vote:
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Nominee
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For
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Withheld
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Broker Non-Vote
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Christopher C. Gahagan
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6,933,072
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1,537,257
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1,058,802
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Proposal No. 2 – Advisory Vote on Executive Compensation
The Company’s Class A and Class B shareholders voted to approve, on an advisory basis, the compensation of the Company’s named executed officers for fiscal 2020, by the following vote:
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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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6,563,129
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1,681,113
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227,011
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1,058,802
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Proposal No. 3 - Ratification of Selection of Independent Registered Public Accounting Firm
The Company’s Class A and Class B shareholders ratified the selection by the Audit Committee of the Board of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2021, by the following vote:
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For
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Against
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Abstain
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9,198,307
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166,209
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164,615
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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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Date: November 6, 2020
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THE L.S. STARRETT COMPANY
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By:
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/s/ Douglas A. Starrett
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Name: Douglas A. Starrett
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Title: President and Chief Executive Officer
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