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 22, 2023
NORTHWEST PIPE COMPANY
(Exact name of registrant as specified in its charter)
Oregon | 0-27140 | 93-0557988 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
201 NE Park Plaza Drive, Suite 100
Vancouver, WA 98684
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: 360‑397‑6250
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | NWPX | Nasdaq Global Select Market |
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 |
At the Annual Meeting of Shareholders of Northwest Pipe Company (the “Company”) on June 22, 2023, the Company’s shareholders: (i) elected three directors; (ii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers; (iii) approved, on an advisory basis, “1 Year” as the frequency with which the Company should include advisory votes on executive compensation in future proxy statements; and (iv) ratified the appointment of Moss Adams LLP as the Company’s independent registered public accountants for the year ending December 31, 2023. Set forth below are the voting results for each of these proposals. Proposal 1: Election of three directors: |
| Nominee | For | Withheld | Broker Non‑votes | ||||
| Irma Lockridge (two‑year term) | 7,932,243 | 175,709 | 940,551 | ||||
| Scott Montross (three-year term) | 7,177,688 | 930,264 | 940,551 | ||||
| John Paschal (three-year term) | 5,552,721 | 2,555,231 | 940,551 |
| Proposal 2: Advisory vote on executive compensation: |
| For | Against | Abstain | Broker Non‑votes | ||||
| 7,507,479 | 376,937 | 223,536 | 940,551 |
| Proposal 3: Advisory vote on the frequency of shareholder advisory votes on executive compensation: |
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non‑votes | |||||
| 7,188,114 | 3,739 | 705,980 | 210,119 | 940,551 |
| Based on the voting results on Proposal 3, and consistent with the recommendation of the Board of Directors of “1 Year” as the frequency of shareholder advisory votes on executive compensation, the Company has determined to include an advisory vote on the compensation of the Company’s named executive officers in its proxy materials for each annual meeting of shareholders until the next required advisory vote on the frequency of shareholder advisory votes on executive compensation. |
| Proposal 4: Ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accountants for the year ending December 31, 2023: |
| For | Against | Abstain | Broker Non‑votes | ||||
| 9,037,974 | 4,638 | 5,891 | - |
| Item 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 on June 23, 2023.
NORTHWEST PIPE COMPANY | ||
| (Registrant) | ||
| By | /s/ Aaron Wilkins | |
Aaron Wilkins Senior Vice President, Chief Financial Officer, and Corporate Secretary | ||