0001104659-18-067443.txt : 20181109 0001104659-18-067443.hdr.sgml : 20181109 20181109171323 ACCESSION NUMBER: 0001104659-18-067443 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181109 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20181109 DATE AS OF CHANGE: 20181109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Williams Industrial Services Group Inc. CENTRAL INDEX KEY: 0001136294 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 731541378 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16501 FILM NUMBER: 181173987 BUSINESS ADDRESS: STREET 1: 100 CRESCENT CENTRE PARKWAY STREET 2: SUITE 1240 CITY: TUCKER STATE: GA ZIP: 30084 BUSINESS PHONE: 770-879-4400 MAIL ADDRESS: STREET 1: 100 CRESCENT CENTRE PARKWAY STREET 2: SUITE 1240 CITY: TUCKER STATE: GA ZIP: 30084 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL POWER EQUIPMENT GROUP INC. DATE OF NAME CHANGE: 20100730 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL POWER EQUIPMENT GROUP INC/ DATE OF NAME CHANGE: 20010309 FORMER COMPANY: FORMER CONFORMED NAME: GEEG INC DATE OF NAME CHANGE: 20010306 8-K 1 a18-39975_18k.htm 8-K

 

 

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): November 9, 2018

 

 

Williams Industrial Services Group Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

001-16501

 

73-1541378

(State or Other Jurisdiction of
Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 

100 Crescent Centre Parkway, Suite 1240

Tucker, Georgia 30084

(Address of Principal Executive Offices, Zip Code)

 

Registrant’s telephone number, including area code: 770-879-4400

 

 

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:

 

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.

 

Williams Industrial Services Group Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) on November 9, 2018 at 9:00 a.m. Eastern Time at the Company’s headquarters in Tucker, Georgia. As described in the definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 5, 2018 (the “2018 Proxy Statement”), the following occurred:

 

·                  The five nominees for director were elected;

 

·                  The appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018 was ratified;

 

·                  A resolution to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the 2018 Proxy Statement, was adopted; and

 

·                  Stockholders selected, on an advisory, non-binding, basis, “one year” for the frequency of future advisory votes on the compensation of our named executive officers.

 

The votes were as follows:

 

Proposal 1 — Election of Directors:

 

 

 

Number of
Shares Voted
For

 

Number of
Shares Voted
Withheld

 

Broker Non-Votes

 

Charles Macaluso

 

9,314,462

 

1,050,022

 

5,159,120

 

David A. B. Brown

 

10,130,276

 

234,208

 

5,159,120

 

Robert B. Mills

 

10,133,651

 

230,833

 

5,159,120

 

Nelson Obus

 

10,267,200

 

97,284

 

5,159,120

 

Tracy D. Pagliara

 

10,290,948

 

73,536

 

5,159,120

 

 

Following the Annual Meeting, the Board of Directors of the Company (the “Board”) appointed Mr. Obus as a member of each of the Compensation Committee of the Board and the Nominating and Corporate Governance Committee of the Board.

 

Proposal 2 — Ratification of Moss Adams LLP as the Independent Registered Public Accounting Firm:

 

15,392,569 shares voted for, 21,580 shares voted against, 109,455 shares abstained from voting, and there were 0 broker non-votes.

 

Proposal 3 — Advisory, Non-Binding Vote on Executive Compensation:

 

9,435,628 shares voted for, 914,840 shares voted against, 14,016 shares abstained from voting, and there were 5,159,120 broker non-votes.

 

Proposal 4 — Advisory, Non-Binding Vote on the Frequency of Advisory Votes on Executive Compensation:

 

10,252,560 shares voted for “every one year”, 23,581 shares voted for “every two years”, 81,047 shares for “every three years” and 7,296 shares abstained from voting.

 

In light of the outcome of the stockholder vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers and its previous recommendation, the Board has adopted a resolution providing that the advisory vote on the compensation of the Company’s named executive officers will be held annually until the next required vote on the frequency of such votes. Accordingly, the next stockholder advisory vote on executive compensation is expected to be held at the Company’s 2019 Annual Meeting of Stockholders. The next advisory vote on the frequency of future advisory votes on executive compensation is required to occur no later than the Company’s 2024 annual meeting of stockholders.

 

 

SIGNATURE

 

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

 

Dated: November 9, 2018

 

 

Williams Industrial Services Group Inc.

 

 

 

By:

/s/ Charles E. Wheelock

 

 

Charles E. Wheelock

 

 

Vice President, Administration, General Counsel & Secretary