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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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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Item 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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At the Annual Meeting of Shareholders of Northwest Pipe Company (the “Company”) on June 22, 2023, the Company’s shareholders: (i) elected three directors; (ii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers; (iii) approved, on an advisory basis, “1 Year” as the frequency with which the Company should include advisory votes on executive compensation in future proxy statements; and (iv) ratified the appointment of Moss Adams LLP as the Company’s independent registered public accountants for the year ending December 31, 2023. Set forth below are the voting results for each of these proposals.
Proposal 1: Election of three directors:
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Nominee
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For
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Withheld
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Broker Non‑votes
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Irma Lockridge (two‑year term)
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7,932,243 | 175,709 | 940,551 | ||||
Scott Montross (three-year term) | 7,177,688 | 930,264 | 940,551 | ||||
John Paschal (three-year term) | 5,552,721 | 2,555,231 | 940,551 |
Proposal 2: Advisory vote on executive compensation: |
For
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Against
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Abstain
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Broker Non‑votes
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7,507,479 | 376,937 | 223,536 | 940,551 |
Proposal 3: Advisory vote on the frequency of shareholder advisory votes on executive compensation: |
1 Year
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2 Years | 3 Years | Abstain |
Broker Non‑votes
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7,188,114 | 3,739 | 705,980 | 210,119 | 940,551 |
Based on the voting results on Proposal 3, and consistent with the recommendation of the Board of Directors of “1 Year” as the frequency of shareholder advisory votes on executive compensation, the Company has determined to include an advisory vote on the compensation of the Company’s named executive officers in its proxy materials for each annual meeting of shareholders until the next required advisory vote on the frequency of shareholder advisory votes on executive compensation. |
Proposal 4: Ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accountants for the year ending December 31, 2023: |
For
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Against
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Abstain
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Broker Non‑votes
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9,037,974 | 4,638 | 5,891 |
-
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Item 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS
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(d)
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Exhibits
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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NORTHWEST PIPE COMPANY
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(Registrant)
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By
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/s/ Aaron Wilkins
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Aaron Wilkins
Senior Vice President, Chief Financial Officer, and Corporate Secretary
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