UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§240.12b-2 of this chapter).
Emerging growth company
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. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 24, 2020, Lydall, Inc. (“Lydall” or the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). Of the 17,694,639 shares of the Company’s common stock outstanding as of the record date of March 2, 2020, 16,229,540 shares or 92.11% of the total outstanding shares, were represented at the Annual Meeting either in person or by proxy.
Each matter voted upon at the Annual Meeting is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 16, 2020.
Below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting:
| (1) | Election of directors for terms expiring in 2021: |
| Director | For | Against | Abstentions | Broker-Non-Votes | ||||
| David G. Bills | 14,524,049 | 890,437 | 11,244 | 873,810 | ||||
| Kathleen Burdett | 14,081,016 | 1,335,694 | 9,020 | 873,810 | ||||
| James J. Cannon | 14,360,675 | 1,053,651 | 11,404 | 873,810 | ||||
| Matthew T. Farrell | 14,138,022 | 1,277,020 | 10,688 | 873,810 | ||||
| Marc T. Giles | 14,423,800 | 990,101 | 11,829 | 873,810 | ||||
| Sara A. Greenstein | 15,185,620 | 229,193 | 10,917 | 873,810 | ||||
| Suzanne Hammett | 14,072,374 | 1,343,802 | 9,554 | 873,810 | ||||
| S. Carl Soderstrom, Jr. | 14,035,279 | 1,380,337 | 10,114 | 873,810 |
| (2) | Approving the Amended and Restated 2012 Stock Incentive Plan: |
| For | Against | Abstentions | Broker-Non-Votes |
| 13,978,831 | 1,432,889 | 14,010 | 873,810 |
| (3) | Advisory vote for the resolution to approve the Company’s executive compensation: |
| For | Against | Abstentions | Broker-Non-Votes |
| 12,557,897 | 2,243,096 | 624,737 | 873,810 |
| (4) | Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2020: |
| For | Against | Abstentions | Broker-Non-Votes |
| 15,283,342 | 393,197 | 623,001 | -- |
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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 thereunto duly authorized.
| LYDALL, INC. | |||
| Dated: April 27, 2020 | By: | /s/ CHAD A. McDANIEL | |
| Chad A. McDaniel | |||
|
Executive Vice President, General Counsel and Chief Administrative Officer | |||
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