0000034067-16-000093.txt : 20160513 0000034067-16-000093.hdr.sgml : 20160513 20160513161511 ACCESSION NUMBER: 0000034067-16-000093 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160512 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20160513 DATE AS OF CHANGE: 20160513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNAMIC MATERIALS CORP CENTRAL INDEX KEY: 0000034067 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRIMARY METAL PRODUCTS [3390] IRS NUMBER: 840608431 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14775 FILM NUMBER: 161648542 BUSINESS ADDRESS: STREET 1: 5405 SPINE ROAD CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3036655700 MAIL ADDRESS: STREET 1: 5405 SPINE ROAD CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: EXPLOSIVE FABRICATORS INC DATE OF NAME CHANGE: 19920703 8-K 1 a8-k2016proxyresults.htm 2016 PROXY RESULTS SEC 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 12, 2016
 
Dynamic Materials Corporation
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
0-8328
 
84-0608431
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
5405 Spine Road
Boulder, Colorado  80301
(Address of Principal Executive Offices, Including Zip Code)
 
(303) 665-5700
(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:
 
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.
 
At the Annual Meeting of Stockholders held on May 12, 2016 the stockholders of Dynamic Materials Corporation (the "Company") (i) elected the persons listed below to serve as directors of the Company until the 2017 Annual Meeting of Stockholders; (ii) approved, by a non-binding advisory vote, the compensation of the Company’s executive officers; (iii) approved the amendment to the Company's 2006 Stock Incentive Plan; and (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.
 
The Company had 14,385,491 shares of Common Stock outstanding as of March 24, 2016, the record date for the Annual Meeting.  At the Annual Meeting, holders of a total of 13,384,325 shares of Common Stock were present in person or represented by proxy.  The following sets forth information regarding the results of the voting at the Annual Meeting:

Proposal 1    The stockholders elected each of the seven nominees to the Board of Directors for a one-year term. The voting results were as follows:
Name
 
Shares Voted "For"
 
Shares Withheld
 
Broker Non-Votes
Gerard Munera
 
8,719,716

 
2,485,542

 
2,179,067

Kevin T. Longe
 
10,552,438

 
652,820

 
2,179,067

David C. Aldous
 
10,709,860

 
495,398

 
2,179,067

Yvon Pierre Cariou
 
6,607,376

 
4,597,882

 
2,179,067

Robert A. Cohen
 
8,164,779

 
3,040,479

 
2,179,067

James J. Ferris
 
8,978,389

 
2,226,869

 
2,179,067

Richard P. Graff
 
10,027,074

 
1,178,184

 
2,179,067


Proposal 2    The results on the non-binding advisory vote concerning the compensation of the Company's executive officers were as follows:
Shares Voted "For"
 
Shares Voted "Against"
 
Shares Voted "Abstain"
 
Broker Non-Votes
6,580,235

 
4,401,354

 
223,669

 
2,179,067


The Compensation Committee has considered the results of the non-binding advisory vote on executive compensation and plans to engage with its stockholders to discuss their concerns about our past compensation as it considers compensation going forward.

Proposal 3    The stockholders approved the amendment to the Company's 2006 Stock Incentive Plan. The voting results were as follows:
Shares Voted "For"
 
Shares Voted "Against"
 
Shares Voted "Abstain"
 
Broker Non-Votes
10,112,119

 
1,072,059

 
21,080

 
2,179,067


Proposal 4    The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016. The voting results were as follows:
Shares Voted "For"
 
Shares Voted "Against"
 
Shares Voted "Abstain"
 
Broker Non-Votes
13,048,343

 
303,370

 
32,612

 
—







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.
 
 
DYNAMIC MATERIALS CORPORATION
 
 
 
 
Dated: May 13, 2016
By:
/s/ Michael Kuta
 
 
Michael Kuta
 
 
Chief Financial Officer