0001171843-12-002301.txt : 20120615 0001171843-12-002301.hdr.sgml : 20120615 20120614174847 ACCESSION NUMBER: 0001171843-12-002301 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120614 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120615 DATE AS OF CHANGE: 20120614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENGLOBAL CORP CENTRAL INDEX KEY: 0000933738 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 880322261 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14217 FILM NUMBER: 12908456 BUSINESS ADDRESS: STREET 1: 654 N. SAM HOUSTON PKWY E STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77060-5914 BUSINESS PHONE: 281-878-1000 MAIL ADDRESS: STREET 1: 654 N. SAM HOUSTON PKWY E STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77060-5914 FORMER COMPANY: FORMER CONFORMED NAME: INDUSTRIAL DATA SYSTEMS CORP DATE OF NAME CHANGE: 19970123 8-K 1 f8k_061412.htm FORM 8-K f8k_061412.htm
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) June 14, 2012

ENGlobal Corporation
(Exact name of registrant as specified in its charter)
 
Nevada
 
001-14217
 
88-0322261
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)


 
654 N. Sam Houston Parkway E., Suite 400, Houston, Texas
 
77060-5914
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code:   281-878-1000


________________________________________________________________________________
(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.

ENGlobal Corporation (the “Company”) held its 2012 Annual Meeting of Stockholders on June 14, 2012. The following proposals were submitted to the holders of the Company’s common stock (the “Common Stock”) for a vote:

1.      The election of five nominees to the Board of Directors;

 
2.
The approval of an amendment to the ENGlobal Corporation 2009 Equity Incentive Plan to increase the number of shares of Common Stock reserved for issuance thereunder from 480,000 shares to 980,000 shares; and

 
3.
The ratification of the appointment of Hein & Associates LLP as the independent auditors of the Company for fiscal year 2012.

The results of such votes were as follows:

1.  
The following votes were cast in the election of five nominees to the Board of Directors:
 
Name of Nominee
Number of Votes
Voted For
Number of Votes
Withheld
William A. Coskey, P.E.
17,598,077
473,521
Edward L. Pagano
16,717,347
1,354,251
David W. Gent, P.E.
16,551,605
1,519,993
Randall B. Hale
17,211,864
859,734
David C. Roussel
17,276,657
794,941

2.      The following votes were cast in the approval of an amendment to the ENGlobal Corporation 2009 Equity Incentive Plan to increase the number of shares of Common Stock reserved for issuance thereunder from 480,000 shares to 980,000 shares:

Number of Votes
Voted For
Number of Votes
Voted Against
Number of Votes
Abstaining
Number of Broker
Non-Votes
14,593,170
3,436,540
41,888
7,024,997

3.      The following votes were cast in the ratification of the appointment of Hein & Associates LLP as the independent auditors of the Company for fiscal year 2012:

Number of Votes
Voted For
Number of Votes
Voted Against
Number of Votes
Abstaining
24,591,725
481,792
23,078
 
Item 7.01 Regulation FD Disclosure
 
On June 14, 2012, the Company issued a press release announcing the results of its 2012 Annual Meeting of Stockholders. The press release is filed as Exhibit 99.1 to this Form 8-K, and is incorporated herein by reference.
 
In accordance with General Instructions B.2 and B.6 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1           Press Release of ENGlobal Corporation dated June 14, 2012.

 
 

 

SIGNATURE
    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
ENGlobal Corporation
(Registrant)
 
June 14, 2012
(Date)
 
/s/   NATALIE S. HAIRSTON
Natalie S. Hairston
Chief Governance Officer, Corporate Vice President - Investor Relations, and Corporate Secretary
 
 
EX-99.1 2 exh_991.htm EXHIBIT 99.1 exh_991.htm
Exhibit 99.1
 
ENGlobal Announces Annual Meeting Results
 
Houston, TX, June 14, 2012 (GLOBE NEWSWIRE) -- ENGlobal (NASDAQ: ENG), a leading provider of engineering and related project services, today announced the results of its 2012 annual stockholders' meeting held this morning in Downtown Houston. 
 
The formal business of the meeting included the election of the following directors to a one-year term:  William A. Coskey, P.E., Edward L. Pagano, David W. Gent, P.E., Randall B. Hale, and David C. Roussel. In addition, ENGlobal's stockholders approved an amendment to the ENGlobal 2009 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder from 480,000 shares to 980,000 shares and ratified the appointment of Hein & Associates LLP as the independent auditors of ENGlobal for fiscal year 2012. 
 
Approximately 93.4% of ENGlobal's total common stock outstanding was represented at the meeting, either in person or by proxy. Of those shares, approximately 98.4% were cast in favor of the election of the Company's directors, 80.7% were cast in favor of the approval of an amendment to the ENGlobal 2009 Equity Incentive Plan, and approximately 97.9% were cast in favor of the ratification of the appointment of Hein & Associates LLP. Upon conclusion of the formal business of the meeting, ENGlobal's President and CEO, Mr. Pagano, updated the stockholders on ENGlobal's current business outlook and strategies.
 
About ENGlobal
 
ENGlobal (NASDAQ:ENG), founded in 1985, is a provider of engineering and related project services principally to the energy sector throughout the United States and internationally. ENGlobal operates through three business segments: Engineering & Construction, Automation, and Field Solutions.  The Engineering & Construction segment provides consulting services relating to the development, management and execution of projects requiring professional engineering as well as inspection, construction management, mechanical integrity, field support, quality assurance and plant asset management.  The Automation segment provides services related to the design, fabrication and implementation of process distributed control and analyzer systems, advanced automation, and related information technology.  ENGlobal's Field Solutions segment provides project management and staffing for right-of-way and site acquisition, permitting, regulatory, and legislative outreach.  ENGlobal has approximately 2,000 employees in 11 offices and 9 cities. Further information about the Company and its businesses is available atwww.ENGlobal.com.
 
Safe Harbor for Forward-Looking Statements
 
The statements above regarding the Company's expectations regarding its financial results and certain other matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws and are subject to risks and uncertainties including, but not limited to: (1) our ability to achieve profitability and positive cash flow from operations; (2) our ability to respond appropriately to the current worldwide economic situation and the resulting decrease in demand for our services and competitive pricing pressure; (3) our ability to achieve our business strategy while effectively managing costs and expenses; (4) our ability to collect accounts receivable in a timely manner; (5) our ability to accurately estimate costs and fees on fixed-price contracts; (6) the effect of changes in laws and regulations with which the Company must comply and the associated costs of compliance with such laws and regulations, either currently or in the future, as applicable; (7) the effect of changes in the price of oil; (8) delays related to the award of domestic and international contracts; (9) the effect of changes in accounting policies and practices as may be adopted by regulatory agencies, as well as by the FASB; (10) the effect on our competitive position within our market area in view of, among other things, increasing consolidation currently taking place among our competitors; (11) our ability to comply with the terms of our new credit facility with PNC Bank and our existing letter of credit facility with Export-Import Bank of the United States; (12) our ability to recruit a new chief financial officer timely and with experience in the engineering and construction industry; (13) our ability to execute to our internal performance plans such as our productivity improvement and cost reduction initiatives; (14) achievement of our acquisition and related integration plans; (15) our ability to win new business and convert those orders to sales within the fiscal year in accordance with our annual business plan; and (16) the uncertainties of the outcome of litigation.  Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors detailed from time to time in ENGlobal's filings with the Securities and Exchange Commission.  In addition, reference is hereby made to cautionary statements set forth in the Company's most recent reports on Form 10-K and 10-Q, and other SEC filings.  Also, the information contained in this press release is subject to the risk factors identified in the Company's most recent Form 10-K.
 
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CONTACT:   Natalie S. Hairston
282-878-1000
ir@englobal.com