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:
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
Number of Votes
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
Number of Votes
Number of Votes
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
Number of Votes
Number of Votes
Broker Non-Votes
23,849,580
1,710,022
35,407
0
Voted For
Withheld
Voted For
Voted Against
Abstaining
Voted For
Voted Against
Abstaining
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 |
EXHIBIT 99.1
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