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 25, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||||
| (Address of principal executive offices and Zip Code) | (Zip Code) | ||||||||||||||||||||||||||||
(781 ) 270-1200
(Registrant’s telephone number, including area code)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
At the 2021 Annual Meeting of Stockholders of CIRCOR International, Inc. (the “Company”) held on May 25, 2021 (the “2021 Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s 2019 Stock Option and Incentive Plan (the “2019 Plan”) to increase the number of shares available for issuance thereunder by 1,000,000 shares, which had previously been adopted by the Company’s Board of Directors subject to stockholder approval.
The description of the 2019 Plan, as amended, contained on pages 62 to 71 of the Company’s Proxy Statement for the 2021 Annual Meeting, filed with the Securities and Exchange Commission on April 13, 2021, is incorporated herein by reference. A complete copy of the 2019 Plan, as amended, is included as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
The proposals before the Company’s stockholders at the 2021 Annual Meeting, and the final results of voting on such proposals, are as provided below:
Proposal 1: Election of Directors. The following persons were elected as Class I directors for one year term, such term to continue until the Annual Meeting of Stockholders to be held in 2022 and until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation or removal:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||||||||||||||||||||||
| Scott Buckhout | 16,577,681 | 1,650,692 | 3,350 | 922,019 | ||||||||||||||||||||||
| Samuel R. Chapin | 16,266,431 | 1,964,201 | 1,091 | 922,019 | ||||||||||||||||||||||
| David F. Dietz | 15,782,742 | 2,448,230 | 751 | 922,019 | ||||||||||||||||||||||
| Tina M. Donikowski | 16,507,658 | 1,723,314 | 751 | 922,019 | ||||||||||||||||||||||
| Bruce Lisman | 18,065,113 | 165,519 | 1,091 | 922,019 | ||||||||||||||||||||||
| John (Andy) O'Donnell | 16,149,925 | 2,081,047 | 751 | 922,019 | ||||||||||||||||||||||
Proposal 2: Ratification of the selection by the Audit Committee of the Company's Board of Directors of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2021. Stockholders ratified the selection as follows:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||||||||||||||||
| 19,117,163 | 35,950 | 629 | 0 | |||||||||||||||||
Proposal 3: Approval of the advisory resolution regarding the compensation of the Company’s named executive officers. Stockholders approved, on an advisory basis, the compensation of the named executive officers, as follows:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||||||||||||||||
| 17,718,498 | 503,227 | 9,998 | 922,019 | |||||||||||||||||
Proposal 4: Approval of an amendment to the 2019 Plan to increase the number of shares available for issuance thereunder by 1,000,000 shares. Stockholders approved the amendment to the 2019 Plan as follows:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||||||||||||||||
| 10,105,426 | 6,731,241 | 1,395,056 | 922,019 | |||||||||||||||||
| Item 9.01 | Financial Statements and Exhibits. | ||||
Exhibit No. Description
| 2019 Stock Option and Incentive Plan, as amended, incorporated hereby by reference to Exhibit B to the Company's Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 13, 2021. | |||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
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 hereunto duly authorized.
| Date: May 28, 2021 | CIRCOR INTERNATIONAL, INC. | |||||||
| /s/ Jessica W. Wenzell | ||||||||
| By: Jessica W. Wenzell | ||||||||
| Title: Senior Vice President, General Counsel & Corporate Secretary | ||||||||