0001091883-17-000031.txt : 20170511 0001091883-17-000031.hdr.sgml : 20170511 20170511135516 ACCESSION NUMBER: 0001091883-17-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170511 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170511 DATE AS OF CHANGE: 20170511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIRCOR INTERNATIONAL INC CENTRAL INDEX KEY: 0001091883 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 043477276 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14962 FILM NUMBER: 17833596 BUSINESS ADDRESS: STREET 1: C/O CIRCOR INC STREET 2: 30 CORPORATE DR., SUITE 200 CITY: BURLINGTON STATE: MA ZIP: 01803-4238 BUSINESS PHONE: 7812701200 MAIL ADDRESS: STREET 1: C/O CIRCOR INC STREET 2: 30 CORPORATE DR., SUITE 200 CITY: BURLINGTON STATE: MA ZIP: 01803-4238 8-K 1 a2017annualmtgresults.htm 8-K Document



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 10, 2017
 
CIRCOR INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
DELAWARE
 
001-14962
 
04-3477276
(State or other jurisdiction
of incorporation)
 
(Commission
file number)
 
(IRS employer
identification no.)

30 CORPORATE DRIVE, SUITE 200
BURLINGTON, MASSACHUSETTS 01803-4238
(Address of principal executive offices) (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 (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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
o

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.

 
o












Item 5.07
Submission of Matters to a Vote of Security Holders.

The Company held its 2017 Annual Meeting of Stockholders on May 10, 2017. The proposals before our stockholders and the results of voting on such proposals were as provided below.

(i) Election of Directors: the following persons were elected as Class III directors for three year terms, such terms to continue until the Annual Meeting of Stockholders to be held in 2020 and until each such director’s successor is duly elected and qualified or until each such director's earlier death or resignation:
 
 
VOTES FOR
 
VOTES WITHHELD
 
BROKER NON-VOTES
Scott A. Buckhout
 
15,213,402
 
106,663
 
645,649
John (Andy) O'Donnell
 
14,829,903
 
490,162
 
645,649

(ii) Ratification of the selection by the Audit Committee of the Company’s Board of Directors of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2017. The voting results for this matter were as follows:
VOTES FOR
 
VOTES AGAINST
 
VOTES ABSTAINED
 
BROKER NON-VOTES
15,916,142
 
9,844
 
39,728
 
—

(iii) Approval of the advisory resolution regarding the compensation of the Company’s named executive officers. The voting results for this matter were as follows:
VOTES FOR
 
VOTES AGAINST
 
VOTES ABSTAINED
 
BROKER NON-VOTES
15,091,648
 
186,541
 
41,876
 
645,649
A majority of the votes cast approved the above proposal.

(iv) Vote on the advisory resolution regarding the frequency of voting of the Company's named executive officers. The voting results for this matter were as follows:
VOTES FOR ONE YEAR
 
VOTES FOR TWO YEARS
 
VOTES FOR THREE YEARS
 
VOTES ABSTAINED
 
BROKER NON-VOTES
13,234,149
 
11,142
 
2,033,843
 
40,931
 
645,649

In accordance with these results and its previous recommendation, the Board of Directors determined that future advisory votes on named executive officer compensation will be held every year until the next required say-on-pay-frequency vote, which will occur no later than our 2023 annual meeting of stockholders.

























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 11, 2017
 
CIRCOR INTERNATIONAL, INC.
 
 
 
 
/s/ Jennifer H. Allen
 
 
By:     Jennifer H. Allen
 
 
Title:  Senior Vice President, General Counsel