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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| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
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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:
| 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) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 (§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
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 20, 2021, Lydall, Inc. (“Lydall” or the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). Of the 18,023,977 shares of the Company’s common stock outstanding as of the record date of February 26, 2021, 16,394,499 shares or 90.95% 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 8, 2021.
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 2022: |
| Director | For | Against | Abstentions | Broker-Non-Votes | ||||
| David G. Bills | 14,687,504 | 801,949 | 8,359 | 896,687 | ||||
| James J. Cannon | 14,737,056 | 752,470 | 8,286 | 896,687 | ||||
| Marc T. Giles | 14,508,407 | 981,109 | 8,296 | 896,687 | ||||
| Paul W. Graves | 15,452,789 | 36,717 | 8,306 | 896,687 | ||||
| Sara A. Greenstein | 15,330,839 | 158,818 | 8,155 | 896,687 | ||||
| Suzanne Hammett | 15,070,734 | 402,777 | 24,301 | 896,687 | ||||
| Katherine C. Harper | 15,452,713 | 35,671 | 9,428 | 896,687 |
| (2) | Advisory vote for the resolution to approve the Company’s executive compensation: |
| For | Against | Abstentions | Broker-Non-Votes | |||
| 15,096,438 | 361,849 | 39,525 | 896,687 |
| (3) | Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2021: |
| For | Against | Abstentions | Broker-Non-Votes | |||
| 16,000,794 | 385,645 | 8,060 | None |
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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 21, 2021 | By: | /s/ CHAD A. McDANIEL | |
| Chad A. McDaniel | |||
| Executive Vice President and General Counsel | |||
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