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): February 26, 2015
Headwaters Incorporated
(Exact name of registrant as specified in its charter)
Delaware |
| 1-32459 |
| 87-0547337 |
(State or other jurisdiction |
| (Commission |
| (I.R.S. Employer |
of incorporation) |
| File Number) |
| Identification Number) |
10701 South River Front Parkway, Suite 300 |
|
|
South Jordan, UT |
| 84095 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (801) 984-9400
Not Applicable
(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:
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.
On February 26, 2015 we held our 2015 Annual Meeting of Stockholders for the following purposes:
1. To elect one Class II director to serve until the 2017 annual meeting and two Class III directors to serve until the 2018 annual meeting, or until their successors are duly elected and qualified;
2. To ratify the selection by the Board of Directors of BDO USA, LLP as our independent auditors for the fiscal year ending September 30, 2015;
3. To reapprove the Headwaters 2010 Incentive Compensation Plan; and
4. To have an advisory vote to approve executive compensation.
All proposals were approved by the stockholders. A total of 56,829,362 shares were voted on proposals 1, 3 and 4, for which there were 9,963,214 broker non-votes. A total of 66,792,576 shares were voted on proposal 2. The results of the voting were as follows:
1. To elect Mr. Thomas N. Chieffe as a Class II director: for — 56,043,494; against — 721,616; abstain — 64,252. To elect Mr. Blake O. Fisher as a Class III director: for — 56,046,292; against — 717,939; abstain — 65,131. To elect Mr. James A. Herickhoff as a Class III director: for — 55,527,469; against — 1,237,084; abstain — 64,809.
2. To ratify the selection of BDO USA, LLP as independent auditors for the fiscal year ending September 30, 2015: for — 64,465,967; against — 2,243,493; abstain — 83,116.
3. To reapprove the 2010 Incentive Compensation Plan: for — 54,244,994; against — 2,468,519; abstain — 115,849.
4. To approve, on an advisory basis, Headwaters’ compensation of the named executive officers as disclosed in the proxy statement: for — 55,427,999; against — 1,259,904; abstain — 141,459.
SIGNATURES
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: February 27, 2015 |
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| HEADWATERS INCORPORATED | |
| (Registrant) | |
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| |
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|
| By: | /s/ Kirk A. Benson |
| Kirk A. Benson | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |