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 (Date of earliest event reported): February 21, 2012
Commission File Number 1-9929
Insteel Industries, Inc.
(Exact name of registrant as specified in
its charter)
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| North Carolina |
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56-0674867 |
| (State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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| 1373 Boggs Drive, Mount Airy, North Carolina |
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27030 |
| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (336) 786-2141
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) |
| ¨ |
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
Insteel Industries, Inc. (the “Company”) held its 2012 Annual Meeting of Shareholders (the “Annual
Meeting”) on February 21, 2012. Set forth below is a brief description of each item submitted to a vote of the shareholders at the Annual Meeting and the final voting results for each item. A more complete description of each item is set
forth in the Company’s proxy statement for the Annual Meeting.
Item Number One – Election of Directors
Each of the three nominees named in the proxy statement for the Annual Meeting were elected by the shareholders to the
Board for three-year terms based on the following vote:
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| Nominee |
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Votes For |
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Votes Withheld |
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Broker
Non-Votes |
| Duncan S. Gage |
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14,864,015 |
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96,278 |
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1,192,967 |
| Charles B. Newsome |
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13,202,425 |
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1,757,868 |
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1,192,967 |
| H. O. Woltz III |
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13,392,454 |
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1,567,838 |
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1,192,967 |
Item Number Two – Advisory Vote on the Compensation of the Company’s Executive Officers
The compensation of the Company’s executive officers was approved, on an advisory basis, by the shareholders based
on the following vote:
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| Votes For |
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Votes Against |
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Abstentions |
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Broker
Non-Votes |
| 14,001,573 |
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119,037 |
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839,679 |
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1,192,971 |
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Item Number Three – Approval of an Amendment to the 2005 Equity Incentive Plan of Insteel Industries, Inc. (the
“Plan”)
The shareholders approved the proposal to increase by 900,000 shares (subject to
adjustment as provided in the Plan) the total number of shares authorized for issuance under the Plan, by the following vote:
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| Votes For |
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Votes Against |
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Abstentions |
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Broker
Non-Votes |
| 13,408,082 |
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720,763 |
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831,444 |
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1,192,971 |
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Item Number Four – Ratification of the Appointment of Grant Thornton LLP
The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the
Company’s fiscal year 2012 was ratified by the shareholders based on the following vote:
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| Votes For |
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Votes Against |
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Abstentions |
| 15,636,989 |
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510,144 |
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6,128 |
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Item 8.01. Other Events
On February 21, 2012, the Company issued a press release announcing that the Board had declared a quarterly cash
dividend of $0.03 per share payable on March 30, 2012 to shareholders of record as of March 16, 2012. A copy of this release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
While the Company intends to pay regular quarterly cash dividends for the foreseeable future, the declaration and payment
of future dividends, if any, are discretionary and will be subject to determination by the Board each quarter after taking into account various factors, including general business conditions and the Company’s financial condition, operating
results, cash requirements and expansion plans.
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 with respect to the Company’s intent and ability to pay future dividends. Although the Company believes that its plans, intentions and expectations reflected in or suggested by such forward-looking
statements are reasonable, such forward-looking statements are subject to a number of risks and uncertainties, and the Company can provide no assurances that such plans, intentions or expectations will be implemented or achieved. Many of these risks
and uncertainties are discussed in detail in the Company’s reports and statements that it files with the U.S. Securities and Exchange Commission, in particular in its Annual Report on Form 10-K for the year ended October 1, 2011. You
should carefully review these risks and uncertainties.
All forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. All forward-looking statements speak only to the respective dates on which such statements are made and the Company does not undertake
and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events, except as may be required by law.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit 99.1 |
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Press release dated February 21, 2012 announcing declaration of a quarterly cash dividend of $0.03 per share. |
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 thereunto duly authorized.
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| INSTEEL INDUSTRIES, INC. |
| Registrant |
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| Date: February 22, 2012 |
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By: |
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/s/ James F. Petelle |
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James F. Petelle |
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Vice President and Secretary |
EXHIBIT INDEX
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| Exhibit
Number |
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Description |
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| 99.1 |
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Press release dated February 21, 2012 announcing declaration of a quarterly cash dividend of $0.03 per share. |
