0001171843-15-003521.txt : 20150619 0001171843-15-003521.hdr.sgml : 20150619 20150619065445 ACCESSION NUMBER: 0001171843-15-003521 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150619 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: 20150619 DATE AS OF CHANGE: 20150619 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: 15941354 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 document.htm FORM 8-K FILING DOCUMENT Form 8-K Filing

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 19, 2015 


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" or "ENGlobal") held its 2015 Annual Meeting of Stockholders on June 18, 2015. The following proposals were submitted to the holders of the Company's common stock (the "Common Stock") for a vote to:

  • Elect four directors to the Board of Directors of ENGlobal;
  • Approve (i) the amendment (the "Amendment") to the ENGlobal Corporation 2009 Equity Incentive Plan (the "Plan") that (A) increases the number of shares of common stock reserved for issuance thereunder by 750,000 shares and (B) implements individual limits for certain awards under the Plan intended to meet the performance-based compensation exception under Section 162(m) of the Internal Revenue Code (the "Code") and (ii) the individual limits, eligible individuals and performance measures for certain awards included in the Plan, as amended by the Amendment, for purposes of meeting the performance-based compensation exception under Section 162(m) of the Code; and
  • Ratify the appointment of Hein & Associates LLP as the independent auditors of ENGlobal for fiscal year 2015.

The results of such votes were as follows:

1. The following votes were cast in the election of four nominees to the Board of Directors:


Name of Nominee

Number of Votes
Voted For

Number of Votes
Withheld

William A. Coskey, P.E.

18,463,111

627,855

David W. Gent, P.E.

17,970,483

1,120,483

Randall B. Hale

18,193,182

897,784

David C. Roussel

18,189,684

901,282

The number of broker non-votes for all directors was 6,504,043.

2. The following votes were cast in the approval of (i) the Amendment to the Plan and (ii) the individual limits, eligible individuals and performance measures for certain awards included in the Plan, as amended by the Amendment, for purposes of meeting the performance-based compensation exception under Section 162(m) of the Code.

Number of Votes
Voted For

Number of Votes
Voted Against

Number of Votes
Abstaining

Broker Non-Votes

15,789,588

3,289,600

11,778

6,504,043

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 2015:

Number of Votes
Voted For

Number of Votes
Voted Against

Number of Votes
Abstaining

Broker Non-Votes

23,849,580

1,710,022

35,407

0

Item 7.01. Regulation FD Disclosure.

On June 19, 2015, the Company issued a press release announcing the results of its 2015 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 19, 2015.


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.

    ENGlobal Corporation
(Registrant)


June 19, 2015
(Date)
  /s/   TAMI L. WALKER
Tami L. Walker
General Counsel, Vice President, and Corporate Secretary
EX-99 2 newsrelease.htm PRESS RELEASE ENGlobal Announces Annual Meeting Results

EXHIBIT 99.1

ENGlobal Announces Annual Meeting Results

HOUSTON, June 19, 2015 (GLOBE NEWSWIRE) -- ENGlobal (Nasdaq:ENG), a leading provider of engineering and related project services, today announced the results of its 2015 annual stockholders' meeting held yesterday in North Houston.

The formal business of the meeting included the election of the following directors to a one-year term: William A. Coskey, P.E., David W. Gent, P.E., Randall B. Hale, and David C. Roussel. In addition, ENGlobal's stockholders approved an amendment to the ENGlobal Corporation 2009 Equity Incentive Plan to increase the number of shares available for issuance by 750,000. Finally, ENGlobal's stockholders approved the ratification of the appointment of Hein & Associates LLP as the independent auditors of ENGlobal for fiscal year 2015. All measures passed with an approval rate in excess of 82% of the total common stock outstanding and voted at the meeting.

About ENGlobal

ENGlobal (Nasdaq:ENG) is a provider of engineering and related project services primarily to the energy sector throughout the United States and internationally. ENGlobal operates through two business segments: Automation and Engineering. ENGlobal's Automation segment provides services related to the design, fabrication and implementation of advanced automation, control, instrumentation and process analytical systems. The Engineering segment provides consulting services for the development, management and execution of projects requiring professional engineering, construction management, and related support services. Within the Engineering segment, ENGlobal's Government Services group provides engineering, design, installation and operation and maintenance of various government, public sector and international facilities, and specializes in the turnkey installation and maintenance of automation and instrumentation systems for the U.S. Defense industry worldwide. Further information about the Company and its businesses is available at www.ENGlobal.com.

Safe Harbor for Forward-Looking Statements

The statements above regarding the Company's expectations regarding its operations 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. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ENGlobal's filings with the Securities and Exchange Commission, including the Company's most recent reports on Form 10-K and 10-Q, and other SEC filings.

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CONTACT: Mark Hess
         (281) 878-1000
         ir@ENGlobal.com