Form 8-K

Number of Shares of Common Stock

Against

Abstain

Broker Non-

Votes

0001193125-17-248833.txt : 20170804 0001193125-17-248833.hdr.sgml : 20170804 20170804170203 ACCESSION NUMBER: 0001193125-17-248833 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170803 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170804 DATE AS OF CHANGE: 20170804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE MATERIALS INC CENTRAL INDEX KEY: 0000918646 STANDARD INDUSTRIAL CLASSIFICATION: CEMENT, HYDRAULIC [3241] IRS NUMBER: 752520779 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12984 FILM NUMBER: 171009353 BUSINESS ADDRESS: STREET 1: 3811 TURTLE CREEK BLVD STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 214-432-2000 MAIL ADDRESS: STREET 1: 3811 TURTLE CREEK BLVD STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: CENTEX CONSTRUCTION PRODUCTS INC DATE OF NAME CHANGE: 19940204 8-K 1 d429654d8k.htm FORM 8-K 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):

August 3, 2017

Eagle Materials Inc.

(Exact name of registrant as specified in its charter)


Delaware	1-12984	75-2520779
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas		75219
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number including area code: (214) 432-2000

Not Applicable

(Former name or former address if changed from 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))

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

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 5.07.

Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on August 3, 2017. At the Annual Meeting, Michael R. Nicolais and Richard R. Stewart were elected to the Board of Directors by the holders of the Company’s Common Stock, par value $0.01 per share, to serve until the 2020 Annual Meeting of Stockholders. The Company’s stockholders also approved an advisory resolution regarding the compensation of the Company’s named executive officers, as well as the expected appointment by the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending March 31, 2018. The Company’s stockholders also recommended, by advisory vote, that future advisory votes on the compensation of the Company’s named executive officers be held every one year. Voting results for the director nominees and the other proposals are summarized below:

Election of Class II Directors


	Number of Shares of Common Stock
Director Nominee	For		Against		Abstain		Broker Non-Votes
Michael R. Nicolais		41,111,845		2,288,675		13,365		3,112,856
Richard R. Stewart		42,670,019		719,508		24,358		3,112,856

F. William Barnett, Ed H. Bowman and Richard Beckwitt continue to serve as directors with a term expiring in 2018. George J. Damiris, Martin M. Ellen and David B. Powers continue to serve as directors with a term expiring in 2019.

Approval of an advisory resolution regarding the compensation of the Company’s named executive officers


Number of Shares of Common Stock
For	Against	Abstain	Broker Non- Votes
41,254,755	2,143,613	15,517	3,112,856

Recommendation, by advisory vote, regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers


Number of Shares of Common Stock
3 Years	2 Years	1 Year	Abstain
6,981,720	113,917	35,315,299	865,936

On August 3, 2017, after considering the results of the stockholder advisory vote and other factors, the Company’s Board of Directors determined that the Company will hold an annual advisory vote on the compensation of the Company’s named executive officers until the next required advisory vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers or the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders of the Company.

Approval of Ernst & Young LLP as the Independent Auditors

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 hereunto duly authorized.


EAGLE MATERIALS INC.

By:		/s/ James H. Graass
		James H. Graass
		Executive Vice President, General Counsel and
		Secretary

Date: August 4, 2017