0001104659-11-027416.txt : 20110509 0001104659-11-027416.hdr.sgml : 20110509 20110509171120 ACCESSION NUMBER: 0001104659-11-027416 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110504 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110509 DATE AS OF CHANGE: 20110509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOUGLAS DYNAMICS, INC CENTRAL INDEX KEY: 0001287213 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 134275891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34728 FILM NUMBER: 11824358 BUSINESS ADDRESS: STREET 1: 7777 NORTH 73RD ST CITY: MILWAUKEE STATE: WI ZIP: 53233 BUSINESS PHONE: 414-362-3940 MAIL ADDRESS: STREET 1: 7777 NORTH 73RD ST CITY: MILWAUKEE STATE: WI ZIP: 53233 FORMER COMPANY: FORMER CONFORMED NAME: DOUGLAS DYNAMICS HOLDINGS INC DATE OF NAME CHANGE: 20040415 8-K 1 a11-9565_28k.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):  May 4, 2011

 

DOUGLAS DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-34728

 

134275891

(State or other

jurisdiction of

incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification No.)

 

7777 North 73rd Street, Milwaukee, Wisconsin 53223

(Address of principal executive offices, including zip code)

 

(414) 354-2310

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

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))

 

 

 


 

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

 

On May 4, 2011, Douglas Dynamics, Inc. (the “Company”) held its annual meeting of stockholders (the “2011 Annual Meeting”).  As of the March 7, 2011 record date for the determination of the stockholders entitled to notice of, and to vote at, the 2011 Annual Meeting, 21,662,242 shares of the Company’s common stock were outstanding and eligible to vote. A total of 19,445,407 shares were voted in person or by proxy at the 2011 Annual Meeting. The matters that were voted upon at the 2011 Annual Meeting, and the number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes as to each such matter, as applicable, are set forth below.

 

Election of Three Directors to Terms Expiring at the 2014 Annual Meeting of Stockholders

 

Name of Nominee

 

Shares Voted For

 

Shares Withheld

 

Broker Non-Votes

 

Jack O. Peiffer

 

18,380,641

 

441,875

 

622,891

 

James D. Staley

 

18,752,202

 

70,314

 

622,891

 

Michael W. Wickham

 

18,382,241

 

440,275

 

622,891

 

 

Advisory Vote on Approval of the Compensation of the Company’s Named Executive Officers

 

Shares Voted For

 

Shares Voted Against

 

Abstentions

 

Broker Non-Votes

 

18,695,041

 

124,495

 

2,980

 

622,891

 

 

Advisory Vote on the Frequency of the Advisory Stockholder Vote on Executive Compensation

 

Votes for 1 Year

 

Votes for 2 Years

 

Votes for 3 Years

 

Abstentions

 

Broker Non-Votes

 

17,033,841

 

4,131

 

1,781,418

 

3,125

 

622,892

 

 

In light of the voting results with respect to this proposal, the Company has decided that it will hold an advisory vote on the compensation of its named executive officers every year until the next required advisory vote on the frequency of future advisory votes on executive compensation as required pursuant to Section 14A of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2011

 

Shares Voted For

 

Shares Voted Against

 

Abstentions

 

19,376,622

 

68,012

 

733

 

 

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SIGNATURES

 

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 9, 2011

 

 

DOUGLAS DYNAMICS, INC.

 

 

 

 

 

By:

/s/Robert McCormick

 

 

Robert McCormick

 

 

Executive Vice President, Chief Financial

 

 

Officer and Secretary

 

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