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 10, 2017
SEVCON, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-9789 | 04-2985631 | |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | |
155 Northboro Road Southborough, MA |
01772 | ||
| (Address of principal executive offices) | (zip code) | ||
|
(508) 281-5510 (Registrant’s telephone number, including area code)
| |||
| 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 240.13e-4(c)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Sevcon, Inc. (the “Company”) held its annual meeting of stockholders beginning on February 7 and concluding on February 10, 2017. The proposals before the meeting were: (1) approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to fully declassify the Company’s Board of Directors so that all directors would be elected annually for one-year terms; (2) election of members of the Company’s Board of Directors to serve until the 2018 annual meeting, the number of whom would depend on the result of Proposal 1; (3) ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2017; (4) advisory approval of the fiscal 2016 compensation of the Company’s executive officers (say-on-pay); and (5) advisory vote regarding the frequency of say-on-pay votes in the future. The Company’s press release regarding the meeting results is filed herewith as Exhibit 99.1
The votes on these proposals, which were determined when the meeting concluded on February 10, 2017, were as follows.
(1) Approval of amendment of the Company’s Amended and Restated Certificate of Incorporation:
| For | Against | Abstain | Broker Non-Votes |
| 2,394,404 | 2,405,462 | 38,190 | 0 |
(2) Election of five directors (because Proposal 1 was not approved) by plurality vote:
| For | Withheld | Broker Non-Votes | |
| Sevcon Board Nominees | |||
| Matthew Boyle | 3,988,592 | 9,966 | 0 |
| Matthew Goldfarb | 3,995,795 | 2,763 | 0 |
| William J. Ketelhut | 3,988,492 | 10,066 | 0 |
| Walter M. Schenker | 3,995,795 | 2,763 | 0 |
| Paul O. Stump | 3,967,801 | 30,757 | 0 |
| Ryan Morris / Meson Capital Nominees | |||
| Bryan Boches | 823,932 | 15,566 | 0 |
| Shvetank Jain | 823,932 | 15,566 | 0 |
| Anthony L. Posawatz | 823,932 | 15,566 | 0 |
(3) Ratification of the appointment of RSM US LLP:
| For | Against | Abstain | Broker Non-Votes |
| 3,987,373 | 50,938 | 799,745 | 0 |
(4) Approval of the fiscal 2016 compensation of the Company’s executive officers (say-on-pay):
| For | Against | Abstain | Broker Non-Votes |
| 3,967,655 | 801,494 | 68,907 | 0 |
(5) Vote regarding the frequency of stockholder votes to approve the compensation of executive officers in the future:
| Annually | Every two years | Every three years | Abstain |
| 3,996,394 | 6,674 | 43,982 | 791,006 |
The Company’s Board of Directors has determined to continue to hold say-on-pay votes annually until the next date on which the stockholders’ views must be solicited.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press release of the Company dated February 13, 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.
| SEVCON, INC. | |||
| Dated: February 13, 2017 | By: | /s/ Paul N. Farquhar | |
| Paul N. Farquhar | |||
| Chief Financial Officer | |||
EXHIBIT 99.1
Sevcon Announces Results of Voting at Annual Meeting Reflecting Overwhelming Support for Incumbent Board
SOUTHBOROUGH, Mass., Feb. 13, 2017 (GLOBE NEWSWIRE) -- Sevcon, Inc. (Nasdaq:SEV) today announced the results of voting at its 2017 Annual Meeting of Stockholders, held on February 7, 2017.
The proposal to amend our certificate of incorporation to immediately declassify the Board of Directors received 2,394,494 votes in favor, falling short of the majority of outstanding shares, 2,670,997, required to pass.
As a result, three incumbent directors – Glenn Angiolillo, Ryan Morris, and David Steadman, did not face election and their terms will continue until the 2018 Annual Meeting. In the election at this meeting, all director candidates nominated by the Company’s Board of Directors were re-elected and none of the director candidates nominated by Ryan Morris / Meson Capital were elected. Consequently the composition of the board will remain unchanged. The votes cast for each candidate were as follows:
| Sevcon Board Nominees | |
| Matthew Boyle | 3,988,592 |
| Matthew Goldfarb | 3,995,795 |
| William J. Ketelhut | 3,988,492 |
| Walter M. Schenker | 3,995,795 |
| Paul O. Stump | 3,967,801 |
| Ryan Morris/Meson Nominees | |
| Bryan Boches | 823,932 |
| Shvetank Jain | 823,932 |
| Anthony L. Posawatz | 823,932 |
Stockholders also approved advisory resolutions to ratify the reappointment of RSM US LLP as the Company’s auditors and to approve the fiscal 2016 compensation of the executive officers (“say-on-pay”), and they indicated a preference for annual say-on-pay votes going forward.
Matt Boyle, the Company’s President and Chief Executive Officer, stated, “We are pleased to put the unfortunate distraction of the recent proxy contest behind us and focus our energy on positioning the Company to take full advantage of the market opportunities ahead. We are grateful for the reaffirmation from our stockholders that we – and not the dissident’s slate of directors -- are best positioned to optimize the value of their investment in our Company.”
About Sevcon
Sevcon is a global supplier of control and power solutions for zero-emission, electric and hybrid vehicles. Its products control on- and off-road vehicle speed and movement, integrate specialized functions, optimize energy consumption and help reduce air pollution. Sevcon’s Bassi Division produces battery chargers for electric vehicles; power management and uninterrupted power source systems for industrial, medical and telecom applications; and electronic instrumentation for battery laboratories. The company supplies customers from its operations in the U.S., U.K., France, Germany, Italy, China and the Asia Pacific region, as well as through an international dealer network. Learn more about Sevcon at www.sevcon.com/.
Contact:
Matt Boyle
President and CEO
011 44 7802 260706
matt.boyle@Sevcon.com