0000924719-15-000022.txt : 20150831 0000924719-15-000022.hdr.sgml : 20150831 20150831161351 ACCESSION NUMBER: 0000924719-15-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150827 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150831 DATE AS OF CHANGE: 20150831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMITH MIDLAND CORP CENTRAL INDEX KEY: 0000924719 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK [3272] IRS NUMBER: 541727060 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13752 FILM NUMBER: 151085123 BUSINESS ADDRESS: STREET 1: ROUTE 28 STREET 2: P O BOX 300 CITY: MIDLAND STATE: VA ZIP: 22728 BUSINESS PHONE: 5404393266 MAIL ADDRESS: STREET 1: RT 28 STREET 2: PO BOX 300 CITY: MIDLAND STATE: VA ZIP: 22728 8-K 1 smid-2015x08x27x8kxvote.htm 8-K 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 27, 2015
 
 

SMITH-MIDLAND CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
 

Delaware
(State or Other Jurisdiction of Incorporation)
1-13752
(Commission File Number)
54-1727060
(I.R.S. Employer Identification Number)

P.O. Box 300, 5119 Catlett Road
Midland, Virginia 22728
(Address of principal executive offices)
 
 

 (504) 439-3266
(Registrant’s telephone number, including area code)
 
 

 
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))










ITEM 5.07
Submission of Matters to A Vote of Security Holders

The Company held its Annual Meeting of Stockholders on August 27, 2015 (“2015 Annual Meeting”). There were three proposals presented by the management of the Company, Proposals 1 and 3. were approved, while Proposal 2. failed to receive enough affirmative votes for approval. The vote was as follows:

Proposal No. 1.    Election of Directors

The election of the following individuals to serve as directors until the next annual meeting or until their successors are duly elected and qualified.

    
 
For
 
Withheld
 
Non Votes
Rodney I. Smith
1,979,208

 
558,460

 
1,759,740

Ashley B. Smith
1,964,183

 
573,485

 
1,759,740

Wesley A. Taylor
1,924,285

 
603,383

 
1,759,740

G.E. "Nick" Borst
1,940,022

 
597,646

 
1,759,740




Proposal No. 2.
Proposal to Approve the 2015 Equity Incentive Plan

    
For
 
Against
 
Abstain
 
Non Votes
1,075,483

 
1,452,335

 
9,850

 
1,759,740



Proposal No. 3.
Proposal to Ratify and Approve the Selection of BDO USA, LLP as the Independent Auditors for the Company for the Year Ending December 31, 2015

    
For
 
Against
 
Abstain
 
Non Votes
3,734,749

 
561,804

 
855

 
—

 











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.
 
Date:  August 31, 2015
 
 
SMITH-MIDLAND CORPORATION
 
 
 
By: /s/ William A. Kenter
 
William A. Kenter
Chief Financial Officer