8-K

UNITED STATES

SECURITY 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 16, 2017

_______________

National Presto Industries, Inc.

(Exact name of registrant as specified in this chapter)

Wisconsin	1-2451	39-0494170
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3925 North Hastings Way Eau Claire, Wisconsin	54703-3703
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code: 715-839-2121

N/A

(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:

☐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 240.13a-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.

On May 16, 2017, the stockholders of National Presto Industries, Inc. voted to approve the National Presto Industries, Inc. 2017 Incentive Compensation Plan (the “2017 Plan”). The 2017 Plan provides for the grant of restricted stock awards to employees of National Presto and its subsidiaries. The maximum number of shares of common stock that may be delivered under the 2017 Plan is 150,000, subject to adjustment as provided in the 2017 Plan. National Presto may use only treasury shares in connection with grants under the 2017 Plan.  This summary of the 2017 Plan is qualified in its entirety by reference to the full text of the 2017 Plan, a copy of which is attached as Appendix A to National Presto’s proxy statement for the 2017 Annual Meeting of Stockholders.  The form of agreement for Restricted Stock Awards is attached hereto as Exhibit 10.1.

Item 5.07  Submission of Matters to a Vote of Security Holders.

The registrant held its Annual Meeting of Stockholders on May 16, 2017.  At the meeting, stockholders re-elected Randy F. Lieble and Joseph G. Stienessen to serve as directors, each for a three-year term ending at the annual meeting to be held in 2020, and approved the Company’s 2017 Incentive Compensation Plan. Stockholders also ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017. On a non-binding advisory basis, stockholders approved the compensation of the Company’s named executive officers and voted on the frequency of future advisory votes on executive compensation.  A press release regarding the outcome of the votes of stockholders is attached hereto as Exhibit 99.1.

Set forth below are the final voting results for each of the proposals.

Election of Directors

Name	For	Withheld	Broker Non-Votes
RandyF.  Lieble	4,721,846	950,688	879,096
Joseph G. Stienessen	5,569,087	103,447	879,096

Approve the 2017 Incentive Compensation Plan

For	Against	Abstain	Broker Non-Votes
4,869,478	780,864	22,192	879,096

Ratify the Appointment of BDO USA, LLP as the Independent Registered Public Accounting Firm

For	Against	Abstain	Broker Non-Votes
6,489,803	38,431	23,396	0

Advisory (Non-Binding) Vote on Executive Compensation

For	Against	Abstain	Broker Non-Votes
5,530,876	120,218	21,440	879,096

Advisory (Non-Binding) Vote on Frequency of an Advisory Vote on Executive Compensation

1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
2,185,993	21,591	3,445,244	19,706	879,096

In line with the recommendation by the stockholders, the Board of Directors has decided that it will include an advisory stockholder vote on executive compensation in its proxy materials every three years until the next required advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than our Annual Meeting of Stockholders in 2023.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Sample form of Restricted Stock Award Agreement under National Presto Industries, Inc. 2017 Incentive Compensation Plan
99.1	Press Release of National Presto Industries, Inc. dated May 17, 2017

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 hereunto duly authorized.

	National Presto Industries, Inc.
	(Registrant)
Date: May 18, 2017	By:	/s/ Maryjo Cohen
		(Signature) Maryjo Cohen, President
		and Chief Executive Officer

EX-10.1

EXHIBIT 10.1

NATIONAL PRESTO INDUSTRIES, INC.
RESTRICTED STOCK AWARD AGREEMENT

This RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is made this

day of___, by and between National Presto Industries, Inc., a Wisconsin corporation (the "Company") and _______________________, an individual resident of Wisconsin("Participant").

1. Award. The Company hereby grants to Participant a restricted stock award of ____________ shares (the "Shares") of Common Stock of the Company according to the terms and conditions set forth herein and in the National Presto Industries, Inc. 2017 Incentive Compensation Plan (the "Plan"). The Shares are Restricted Stock granted under Section 5 of the Plan. A copy of the Plan will be furnished upon request of Participant.

2. Vesting. Except as otherwise provided in this Agreement, the Shares shall vest in accordance with the following schedule:

On or after each of the following dates Number of Shares Vested

3. Restrictions on Transfer. Until the Shares vest pursuant to Section 2 or Section 4 hereof, none of the Shares may be assigned, pledged, alienated, attached, sold or otherwise transferred or encumbered, and any purported assignment, pledge, alienation, attachment, sale or transfer or encumbrance shall be void and unenforceable against the Company, and no attempt to transfer the Shares, whether voluntary or involuntary, by operation of law or otherwise, shall vest the purported transferee with any interest or right in or with respect to the Shares.

4. Forfeiture; Early Vesting. If Participant ceases to be an employee of the Company or any Subsidiary (as defined in the Plan) prior to vesting of the Shares pursuant to Section 2 or Section 4 hereof, all of Participant's rights to all of the unvested Shares shall be immediately and irrevocably forfeited, except that (i) if Participant ceases to be an employee by reason of death prior to the vesting of Shares under Section 2 hereof, or (ii) if Participant ceases to be an employee by reason of Disability (as defined in the Plan) prior to the vesting of Shares under Section 2 hereof, or (iii) if Participant ceases to be an employee by reason of Retirement (as defined in the Plan) prior to the vesting of Shares under Section 2 hereof, all Shares granted hereunder shall vest as of such termination of employment. Further, in the event of a Change in Control (as defined in the Plan) of the Company, any Shares that are not vested shall become fully vested immediately prior to the Change in Control.  Upon forfeiture, Participant will no longer have any rights relating to the unvested Shares, including the right to vote the Shares and the right to receive dividends declared on the Shares.

EXHIBIT 10.1

5. Rights of a Shareholder. Except as provided herein, the Participant shall have all of the rights of a shareholder of the Company with respect to the Shares of Restricted Stock, including the right to vote the Shares and receive dividends and other distributions with respect thereto.

6. Tax Matters.

(a) Participant shall be liable for any and all taxes, including withholding taxes, arising out of this Award or the vesting of Restricted Stock hereunder. The Company shall have the right to deduct from any and all payments made in connection with the Award, or to require the Participant, through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local and foreign taxes, if any, required by law to be withheld by the Company with respect to the Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Common Stock issuable to the Participant upon the vesting of the Restricted Stock until the Company's tax withholding obligations have been satisfied by the Participant.

(b) The Company shall have the right, but not the obligation, to deduct from the shares of Common Stock issuable to the Participant upon the vesting of the Restricted Stock, or to accept from the Participant the tender of, a number of whole shares of Common Stock having a Fair Market Value equal to all or any part of the tax withholding obligations of the Company. The Fair Market Value of any shares of Common Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the minimum amount of tax required to be withheld with respect to the transaction.

(c) Participant acknowledges that, at his or her option, Participant (i) shall be entitled to make an election permitted under section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to include in gross income in the taxable year in which the Restricted Stock is granted, the Fair Market Value of such shares on the Grant Date, notwithstanding that such shares may be subject to a substantial risk of forfeiture within the meaning of the Code, or (ii) may elect to include in gross income the Fair Market Value of the Restricted Stock as of the date on which such restriction lapses. The Participant agrees to give the Company's Human Resources Department prompt written notice of any election made by such Participant under Code Section 83(b).

7. Miscellaneous.

(a) Plan Incorporation; Defined Terms.  The provisions of the Plan are incorporated into this Agreement by reference. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

(b) Legends; Certificates. Participant agrees that each certificate, if any, representing unvested Shares will bear any legend required by law and a legend reading substantially as follows:

The securities represented by this certificate are subject to the provisions of a Restricted Stock Award Agreement dated as of _________. None of the securities represented by this certificate may be pledged, alienated, attached or otherwise encumbered, and any purported pledge,

EXHIBIT 10.1

alienation, attachment or encumbrance shall be void and unenforceable against the Company, and no attempt to transfer the Shares, whether voluntary or involuntary, by operation of law or otherwise, shall vest the purported transferee with any interest or right in or with respect to the Shares.

Participant agrees that the Company shall hold any certificate representing unvested Shares in escrow until such time such Shares are vested.

(c) Delivery of Title to Shares.  Subject to any governing rules or regulations, the Company shall deliver any shares of Common Stock acquired in connection with the vesting of the Restricted Stock to or for the benefit of the Participant either (a) by delivering to the Participant stock certificates for vested shares of Common Stock, (b) by delivering to the Participant evidence of book entry shares of Common Stock credited to the account of the Participant, or (c) by depositing such shares of Common Stock for the benefit of the Participant with a broker designated by the Company. The Company shall not be required to issue stock certificates for any shares of Common Stock acquired in connection with the vesting of the Restricted Stock.

(d) Company Policies.  Participant agrees that he or she has read and will comply with the Company's Insider Trading Policy and its Corporate Code of Conduct.

(e) Plan Provisions Control. In the event that any provision of the Agreement conflicts with or is inconsistent in any respect with the terms of the Plan, the terms of the Plan shall control.

(f) No Right to Employment. The issuance of the Shares shall not be construed as giving Participant the right to be retained in the employ of the Company or any Subsidiary, nor will it affect in any way the right of the Company or any Subsidiary to terminate such employment or position at any time, with or without cause. In addition, the Company or any Subsidiary may at any time dismiss Participant from employment, free from any liability or any claim under the Plan or the Agreement. Nothing in the Agreement shall confer on any person any legal or equitable right against the Company or any Subsidiary, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any Subsidiary. The Award granted hereunder shall not form any part of the wages or salary of Participant for purposes of severance pay or termination indemnities, irrespective of the reason for termination of employment. Under no circumstances shall any person ceasing to be an employee of the Company or any Subsidiary be entitled to any compensation for any loss of anyright or benefit under the Agreement or Plan which such employee might otherwise have enjoyed but for termination of employment, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise. By participating in the Plan, Participant shall be deemed to have accepted all the conditions of the Plan and the Agreement and the terms and conditions of any rules and regulations adopted by the Committee (as defined in the Plan) and shall be fully bound thereby.

(g) Entire Agreement. This Agreement and the Plan constitute the entire understanding and agreement between Participant and the Company regarding this Award. Participant acknowledges that any other agreement, statement, understanding or promise with respect to the Award, whether oral or in writing, not contained in this Agreement or the Plan shall

EXHIBIT 10.1

not be valid or binding. Any modification of or amendment to this Agreement shall be effective only if it is in writing and signed by both parties, except as otherwise provided in the Plan.

(h) Governing Law. The validity, construction and effect of the Plan and the Agreement, and any rules and regulations relating to the Plan and the Agreement, shall be determined in accordance with the internal laws, and not the law of conflicts, of the State of Wisconsin.

(i) Severability. If any provision of the Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Agreement under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Agreement, such provision shall be stricken as to such jurisdiction or the Agreement, and the remainder of the Agreement shall remain in full force and effect.

(j) No Trust or Fund Created. Neither the Plan nor the Agreement shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and Participant or any other person.

(k) Headings. Headings are given to the Sections and subsections of the Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Agreement or any provision thereof.

IN WITNESS WHEREOF, the Company and Participant have executed this Agreement on the date set forth in the first paragraph.

National Presto Industries, Inc.: By: ________________________________ Name: ______________________________ Title: _______________________________ Participant: By: ________________________________ Name: ______________________________ Title: _______________________________

EX-99.1

EXHIBIT 99.1

NEWS RELEASE	CONTACT: Randy Lieble
FOR IMMEDIATE RELEASE	(715) 839-2164

NATIONAL PRESTO INDUSTRIES, INC. ANNOUNCES ELECTION OF DIRECTORS AT ITS ANNUAL STOCKHOLDER MEETING

Eau Claire, Wisconsin (May 17, 2017) – The shareholders of National Presto Industries, Inc. (NYSE: NPK) re-elected Randy Lieble and Joseph G. Stienessen to new three-year terms as directors at the May 16, 2017, annual stockholders meeting. The shareholders also ratified the adoption of a new incentive plan; the appointment of BDO USA, LLP, as the Company's registered public accounting firm for the year ending December 31, 2017; the compensation of the company’s executives in a non-binding advisory vote; and the timing of future non-binding votes on executive compensation to once every three years. In addition, during the meeting, the 2017 new Housewares/Small Appliance products and the Rusoh™ Eliminator™ extinguisher were shown to the shareholders.

The new products included two exclusive small appliances to enable differentiation at retail: a 20” griddle and a hot air popper that pops 1/3 cup of regular or gourmet corn with virtually no unpopped kernels.

Two non-electric housewares products were shown. The first was a new clock/timer that features a clock, three event count-up and count-down timers, an easel stand with a magnetic back, and a white dry erase board with marker for reminders, messages, and notes. The clock/timer uses standard AAA batteries that are included with the product at the time of sale. The second non-electric product was a microwave multi-cooker that pops corn and cooks bacon, ramen, macaroni and cheese, and soup. The multi-cooker is made of silicone that collapses for convenient storage. The product comes with a bacon rack, chopsticks for consuming ramen, and a special cover/strainer. The cover/strainer functions as a spatter shield when cooking bacon and as a strainer when draining the water from macaroni. All parts can be stored in the collapsed base. Both cover and bowl are fully immersible and dishwasher safe.

A 4.2-quart air fryer was shown as well. The product features a unique rectangular shape that enables the user to prepare more food using a smaller footprint. Air fryers are popular with dieters, as they bake rather than fry food. They are also used as convection ovens for baking frozen snack foods and rolls, making homemade cookies, cakes, and pies, and even roasting and grilling meat and vegetables. The new PRESTO® air fryer is laden with features, which include an adjustable thermostat, a sixty-minute timer with automatic shutoff, cord storage, and a removable pan and basket that are fully immersible for easy cleaning.

The two Nomad™ slow cookers in six- and eight-quart sizes received a particularly warm reception. Each produces a generous, slow-cooked meal or side dish, and each is easy to clean—the hinged cover and the cooking pot are removable and fully immersible. Additional features like a see-through glass lid, a white dry erase board and marker (enabling the host to identify the food inside), and cord storage make these slow cookers ideal for buffets. The slow cookers are also perfect for tailgating or picnics. The outer housing of each cooker is not only cool-touch, but also looks like and offers the benefits of a picnic cooler. Those benefits include a swing-up handle that enables one-handed transport, a rugged, wide-profile base that minimizes the possibility of tip-over, and a locking seal that assures spill-proof transportation in the unlikely event the product is tipped. An onboard, removable spoon rest provides a handy means to carry and store the serving utensil.

The final Housewares/Small Electric product shown was an indoor electric turkey fryer. Large indoor turkey fryers have been a popular offering in the market for years. Recently, UL, in response to safety

EXHIBIT 99.1

concerns, modified its standards for household products, effectively removing these fryers from the market by reducing the maximum oil allowed to 5 liters and the maximum weight lifted to 15-pounds. The Company has designed an indoor turkey fryer that nonetheless meets these stringent requirements. The fryer cooks up to a 15-pound, frozen-weight turkey in about 60 minutes. A motorized rotisserie continually rotates the turkey in and out of the oil for perfect, even browning. An 1800-watt immersion element provides quick preheating and fast oil temperature recovery, while the special cover acts as a spatter shield. A capacious basket is provided enabling the product to double as a traditional deep fryer for chicken, fish, fries and more, and as a steamer or boiler for vegetables and seafood. The fryer‘s thermostat is adjustable, providing a variety of cooking temperatures. The element and cooking pot remove for easy cleaning.

The Rusoh™ Eliminator™ fire extinguisher is the first fire extinguisher that can be serviced as well as reloaded by the user. It is listed with Underwriters Laboratories with a classification of 3-A: 40-B: C. It is also listed under California’s Building Materials Listing Program. Additional features include a non-pressurized, rugged, engineered polymer-construction; universal design for left or right-handed users; a high efficiency and ergonomically designed valve/nozzle assembly; a luminescent hose clip that glows in the dark during power outages, and the Rusoh™ fluffing wheel. The Rusoh™ wheel enables the user to fluff the chemical agent at any time. Fluffing assures that the powder is free flowing and in the optimal condition to put out a fire.

National Presto Industries, Inc. operates in two business segments. The Housewares/Small Appliance segment designs and sells small household appliances and pressure cookers under the PRESTO® brand name and is recognized as an innovator of new products. The Defense segment, operating under the aegis of National Defense Corp, manufactures a variety of products, including medium caliber training and tactical ammunition, other military energetic devices and materials, detonators, fuzes, cartridge cases, less-lethal munitions, and less-lethal accessory equipment.

This release contains “forward looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that are subject to certain risks and uncertainties, as well as assumptions, that could cause actual results to differ materially from historical results and those presently anticipated or projected. In addition to the factors discussed above, other important risk factors are delineated in the Company’s various SEC filings.