0001144204-16-123749.txt : 20160913 0001144204-16-123749.hdr.sgml : 20160913 20160913165300 ACCESSION NUMBER: 0001144204-16-123749 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160912 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20160913 DATE AS OF CHANGE: 20160913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RBC Bearings INC CENTRAL INDEX KEY: 0001324948 STANDARD INDUSTRIAL CLASSIFICATION: BALL & ROLLER BEARINGS [3562] IRS NUMBER: 954372080 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51486 FILM NUMBER: 161883323 BUSINESS ADDRESS: STREET 1: ONE TRIBOLOGY CENTER CITY: OXFORD STATE: CT ZIP: 06478 BUSINESS PHONE: (203) 267 7001 MAIL ADDRESS: STREET 1: ONE TRIBOLOGY CENTER CITY: OXFORD STATE: CT ZIP: 06478 8-K 1 v448760_8k.htm FORM 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: September 13, 2016 (Date of earliest event reported:  September 12, 2016)

 

RBC BEARINGS INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware 333-124824 95-4372080

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

One Tribology Center

Oxford, CT 06478

(Address of principal executive offices) (Zip Code)

 

(203) 267-7001

(Registrant’s telephone number, including area code)

 

N/A

(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 (see General Instruction A.2. below):

 

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Page 1 

 

 

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

 

At the Company’s Annual General Meeting of Shareholders on September 12, 2016, the shareholders (1) elected all four of the Company’s nominees for director; (2) ratified the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for fiscal year 2017; (3) approved, on an advisory basis, the compensation paid to the Company's named executive officers, and (4) approved a resolution proposed by CalPERS to replace the Company’s plurality voting standard for election of directors with a majority voting standard.

 

Shares were voted on these proposals as follows:

 

Proposal 1. The election of one director in Class II to serve a term of one year and the election of three directors in Class I to serve a term of three years

 

    Nominees For   Withheld   Broker Non
Vote
(a)   Mitchell I. Quain 18,372,483   4,192,693   464,979
(b)   Edward D. Stewart 18,372,052   4,193,124   464,979
(b)   Dr. Thomas J. O’Brien 18,343,320   4,221,856   464,979
(b)   Daniel A. Bergeron 15,161,047   7,404,129   464,979

 

(a) to hold office in Class II for a one year term until the Company’s 2017 Annual General Meeting of Stockholders.

 

(b) to hold office in Class I for a three year term until the Company’s 2019 Annual General Meeting of Stockholders:

 

Proposal 2. To ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for fiscal year 2017:

 

For

   Against   Abstain   Broker Non Vote
22,993,232   34,877   2,046   0

 

Proposal 3. The approval, on an advisory basis, of the compensation paid to the Company's named executive officers.

 

For

   Against   Abstain   Broker Non Vote
11,500,345   11,044,473   20,358   464,979

 

Proposal 4. To approve a resolution proposed by CalPERS to replace the Company’s plurality voting standard for election of directors with a majority voting standard.

 

For

   Against   Abstain   Broker Non Vote
19,345,293   3,195,055   24,828   464,979

 

Page 2 

 

 

SIGNATURES

 

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

 

Date: September 13, 2016

 

  RBC BEARINGS INCORPORATED
     
  By:  /s/ Thomas J. Williams
    Name:  Thomas J. Williams
    Title: Corporate General Counsel & Secretary

 

Page 3