Form 8-K - Current report

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): May 13, 2024

MSA SAFETY INCORPORATED

(Exact name of registrant as specified in its charter)


Pennsylvania	1-15579	46-4914539
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)


1000 Cranberry Woods Drive
Cranberry Township,	Pennsylvania	16066-5207
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 724-776-8600

Former name or former address, if changed since last report: N/A

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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	MSA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

The annual meeting of shareholders of MSA Safety Incorporated was held on May 10, 2024. The following matters were acted upon:

1. Election of Directors

Steven C. Blanco, Sandra Phillips Rogers and Luca Savi were elected to serve until the Annual Meeting in 2027, by the following votes:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Steven C. Blanco	33,755,529	306,442	3,432,194
Sandra Phillips Rogers	32,542,162	1,519,809	3,432,194
Luca Savi	33,116,556	945,415	3,432,194

Continuing as directors, with terms expiring in 2025, are Robert A. Bruggeworth, Gregory B. Jordan, Rebecca B. Roberts and William R. Sperry. Continuing as directors, with terms expiring in 2026, are Diane M. Pearse, William M. Lambert and Nishan J. Vartanian.

2. Approval of Adoption of the Company's 2024 Non-Employee Directors' Equity Incentive Plan


Votes For	Votes Against	Abstentions	Broker Non-Votes
33,579,599	463,814	18,558	3,432,194

3. Selection of Independent Registered Public Accounting Firm

Ernst & Young LLP was selected as the independent registered public accounting firm for the year ending December 31, 2024, by the following votes:


Votes For	Votes Against	Abstentions
37,335,074	105,826	53,265

4. Advisory Vote to Approve Executive Compensation

The results of the advisory vote to approve the executive compensation of the Company’s named executive officers were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
33,078,044	951,833	32,094	3,432,194

SIGNATURE

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



MSA SAFETY INCORPORATED
(Registrant)

By						/s/ Richard W. Roda
						Richard W. Roda
						Vice President, Secretary and Chief Legal Officer

Date: May 13, 2024

EXHIBIT INDEX


Exhibit No.						Description

104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

Cover Page Document	May 13, 2024
Cover [Abstract]
Entity Incorporation, State or Country Code	PA
Document Type	8-K
City Area Code	724
Title of 12(b) Security	Common stock, no par value
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false
Amendment Flag	false
Entity Central Index Key	0000066570
Entity File Number	1-15579
Entity Tax Identification Number	46-4914539
Trading Symbol	MSA
Security Exchange Name	NYSE
Local Phone Number	776-8600
Entity Emerging Growth Company	false
Document Period End Date	May 13, 2024
Entity Registrant Name	MSA SAFETY INCORPORATED
Entity Address, Address Line One	1000 Cranberry Woods Drive
Entity Address, City or Town	Cranberry Township,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	16066-5207