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 27, 2014
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Steel Excel Inc. | ||
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(Exact name of registrant as specified in its charter) | ||
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Delaware |
0-15071 |
94-2748530 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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1133 Westchester Avenue, Suite N222, White Plains, New York |
10604 | |
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(Address of principal executive offices) |
(Zip Code) | |
Registrant’s telephone number, including area code: (914) 461-1300
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N/A |
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(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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 27, 2014, Steel Excel Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 11,967,442 shares of the Company’s common stock were entitled to vote as of April 14, 2014, the record date for the Annual Meeting. There were 11,284,413 shares present in person or by proxy at the Annual Meeting, representing approximately 94.29% of the shares entitled to vote. At the Annual Meeting stockholders were asked to vote on four proposals; set forth below are the matters acted upon by the stockholders at the Annual Meeting, and the final voting results of each such proposal.
Proposal 1
The stockholders elected each of the six director nominees to the Board of Directors of the, until the Company’s annual meeting in 2015 and until their successors are duly elected and qualified.
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Nominee |
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For |
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Against |
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Withheld |
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Broker Non-Votes |
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Warren G. Lichtenstein |
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9,338,426 |
0 |
1,373,650 |
572,337 | |||
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Jack L. Howard |
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9,039,032 |
0 |
1,673,044 |
572,337 | |||
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John J. Quicke |
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9,367,567 |
0 |
1,344,509 |
572,337 | |||
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John Mutch |
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10,666,400 |
0 |
45,676 |
572,337 | |||
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Gary W. Ullman |
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10,671,915 |
0 |
40,161 |
572,337 | |||
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Robert J. Valentine |
10,667,092 |
0 |
44,984 |
572,337 |
Proposal 2
The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
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For |
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9,218,340 |
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Against |
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46,010 |
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Abstain |
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1,447,726 |
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Broker Non-Votes |
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572,337 |
Proposal 3
The stockholders ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.
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For |
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11,262,107 |
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Against |
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18,642 |
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Abstain |
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3,664 |
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Broker Non-Votes |
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0 |
Proposal 4
The stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a 1-for-500 reverse stock split of the Company’s common stock followed by a 500-for-1 forward stock split of the Company’s common stock.
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For |
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9,798,896 |
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Against |
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1,442,666 |
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Abstain |
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42,851 |
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Broker Non-Votes |
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0 |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Dated: May 30, 2014 |
Steel Excel Inc. | |
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By: |
/s/ James F. McCabe, Jr. |
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James F. McCabe, Jr. |
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Chief Financial Officer |