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, 2013
LANDAUER, INC.
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware (State or Other Jurisdiction of Incorporation) |
1-9788 (Commission File Number) |
06-1218089 (IRS Employer Identification No.) |
2 Science Road, Glenwood, Illinois 60425
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (708) 755-7000
Not Applicable
(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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders (the “Annual Meeting”) of Landauer, Inc. (the “Company”) was held on February 21, 2013. The Company’s stockholders voted on the following four proposals at the Annual Meeting.
Proposal One:
The stockholders voted to re-elect Michael T. Leatherman and David E. Meador as directors, each to serve for a term of three years expiring at the 2016 Annual Meeting. The votes for each were as follows:
| Director | For | Withheld | Broker Non-Votes | |||
| Michael T. Leatherman | 7,654,970 | 96,505 | 979,432 | |||
| David E. Meador | 7,416,839 | 334,636 | 979,432 |
Directors who continued in office for the current year were Robert J. Cronin, William G. Dempsey, Stephen C. Mitchell, William E. Saxelby, and Thomas M. White.
Proposal Two:
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2013. The votes were cast as follows:
| For | Against | Abstain | ||
| 8,389,272 | 336,422 | 5,213 |
Proposal Three:
The Company’s stockholders approved, on a non-binding advisory basis, the overall compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement for the 2013 Annual Meeting of Stockholders. The votes were cast as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 7,402,837 | 115,555 | 233,083 | 979,432 |
Proposal Four:
The Company’s stockholders approved the material terms of the performance measures used for performance-based awards granted under the Landauer, Inc. Incentive Compensation Plan, as those material terms were disclosed in the Company’s Proxy Statement for the 2013 Annual Meeting of Stockholders. The votes were cast as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 7,532,048 | 150,138 | 69,289 | 979,432 |
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Item 8.01 OTHER EVENTS
At its meeting on February 21, 2013, the Company’s Board of Directors consented to a vote to declare, on February 21, 2013, a regular quarterly cash dividend of $0.55 per share for the second quarter of fiscal 2013. The dividend will be paid on April 3, 2013, to shareholders of record on March 8, 2013. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (d) | Exhibits. | ||
|
Exhibit Number |
Description | ||
| 99.1 | Press Release dated February 25, 2013 |
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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 hereunto duly authorized.
| LANDAUER, INC. | ||
| February 25, 2013 | By: | /s/ Michael K. Burke |
| Michael K. Burke | ||
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer) | ||
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EXHIBIT INDEX
|
Exhibit Number |
Description | |
| 99.1 | Press Release dated February 25, 2013 |
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Exhibit 99.1
News Release
LANDAUER
LANDAUER, INC. DECLARES REGULAR CASH DIVIDEND
For Further Information Contact:
Jim Polson
FTI Consulting
Phone: 312-553-6730
Email: jim.polson@fticonsulting.com
GLENWOOD, Ill.— February 25, 2013—Landauer, Inc. (NYSE: LDR), a recognized leader in personal and environmental radiation measurement and monitoring, outsourced medical physics services and high quality medical consumable accessories, announced today that its Board of Directors declared a regular quarterly cash dividend of $0.55 per share for the second quarter of fiscal 2013. The dividend will be paid on April 3, 2013, to shareholders of record on March 8, 2013.
About Landauer
Landauer is a leading global provider of technical and analytical services to determine occupational and environmental radiation exposure, the leading domestic provider of outsourced medical physics services, as well as a provider of high quality medical accessories used in radiology, radiation therapy, and image guided surgery procedures. For more than 50 years, the Company has provided complete radiation dosimetry services to hospitals, medical and dental offices, universities, national laboratories, nuclear facilities and other industries in which radiation poses a potential threat to employees. Landauer’s services include the manufacture of various types of radiation detection monitors, the distribution and collection of the monitors to and from customers, and the analysis and reporting of exposure findings. The Company provides its dosimetry services to approximately 1.8 million individuals globally. In addition, through its Medical Physics segment, the Company provides therapeutic and imaging physics services to the medical physics community. Through its Medical Products segment, the Company provides medical consumable accessories used in radiology, radiation therapy, and image guided surgery procedures. For information about Landauer, please visit our website at http://www.landauer.com.
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Landauer, Inc. 2 Science Road Glenwood, Illinois 60425-1586 Telephone: 708.755.7000 Fax: 708.755.7011 landauerinc.com