Current Report Filing (8-k)
April 27 2020 - 2:31PM
Edgar (US Regulatory)
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2020-04-23
2020-04-24
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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): April 24, 2020
LYDALL, INC.
(Exact name of registrant as specified
in its charter)
Commission file number: 1-7665
Delaware
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06-0865505
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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|
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One Colonial Road, Manchester, Connecticut
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06042
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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: (860) 646-1233
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:
¨
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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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Securities registered pursuant to Section 12(b) of the
Act:
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, $0.01 par value
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LDL
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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 (§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. ¨
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On April 24, 2020, Lydall, Inc. (“Lydall”
or the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). Of the 17,694,639 shares
of the Company’s common stock outstanding as of the record date of March 2, 2020, 16,229,540 shares or 92.11% of the total
outstanding shares, were represented at the Annual Meeting either in person or by proxy.
Each matter voted upon at the Annual Meeting
is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March
16, 2020.
Below are the final voting results for
each of the proposals submitted to a vote of the stockholders at the Annual Meeting:
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(1)
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Election of directors for terms expiring in 2021:
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Director
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For
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Against
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Abstentions
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Broker-Non-Votes
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David G. Bills
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14,524,049
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890,437
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11,244
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873,810
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Kathleen Burdett
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14,081,016
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1,335,694
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9,020
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873,810
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James J. Cannon
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14,360,675
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1,053,651
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11,404
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873,810
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Matthew T. Farrell
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14,138,022
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1,277,020
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10,688
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873,810
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Marc T. Giles
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14,423,800
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990,101
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11,829
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873,810
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Sara A. Greenstein
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15,185,620
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229,193
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10,917
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873,810
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Suzanne Hammett
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14,072,374
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1,343,802
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9,554
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873,810
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S. Carl Soderstrom, Jr.
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14,035,279
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1,380,337
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10,114
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873,810
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(2)
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Approving the Amended and Restated 2012 Stock Incentive Plan:
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For
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Against
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Abstentions
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Broker-Non-Votes
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13,978,831
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1,432,889
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14,010
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873,810
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(3)
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Advisory vote for the resolution to approve the Company’s executive compensation:
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For
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Against
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Abstentions
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Broker-Non-Votes
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12,557,897
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2,243,096
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624,737
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873,810
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(4)
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Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for
2020:
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For
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Against
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Abstentions
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Broker-Non-Votes
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15,283,342
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393,197
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623,001
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--
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SIGNATURE
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 thereunto duly authorized.
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LYDALL, INC.
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Dated: April 27, 2020
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By:
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/s/ CHAD A. McDANIEL
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Chad A. McDaniel
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Executive Vice President, General Counsel and
Chief Administrative Officer
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