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 Act of 1934
Date of Report (Date of earliest event reported): June 15, 2010
Omega Protein Corporation
(Exact name of registrant as specified in its charter)
| | | | |
Nevada
| | 001-14003
| | 76-0562134
|
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| |
2105 City West Boulevard Suite 500
Houston, Texas | | 77042
|
| (Address of principal executive offices) | | (Zip Code) |
(713) 623-0060
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ¨ | 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 240.14-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c)) |
| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Under the 2006 Long-Term Incentive Plan (the “Plan”) of Omega Protein Corporation (the “Company”), on each date of the Company’s Annual Meeting of Stockholders, each Outside Director (as defined in the Plan) receives an automatic stock option grant under the Plan to purchase a number of shares of the Company’s common stock at fair market value on the date of the grant. The number of option shares is determined by the Board of Directors and is currently set at 10,000.
The Company’s 2010 Annual Meeting of Stockholders (the “2010 Stockholders’ Meeting”) was held on June 15, 2010. Accordingly, each Outside Director (Dr. Gary L. Allee, Gary R. Goodwin, Paul M. Kearns, Dr. William E. M. Lands, David A. Owen and Harry O. Nicodemus IV) received a stock option grant pursuant to the Plan for 10,000 shares of Common Stock. These non-qualified stock options vest six months and one day after the date of the grant and have an exercise price of $4.27 per share, the fair market value of the Common Stock on the date of grant.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The following proposals were submitted to the holders of the Company’s common stock (the “Common Stock”) for a vote at the 2010 Stockholders’ Meeting:
| | 1. | The election of two Class III directors to the Board of Directors; and |
| | 2. | The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010. |
The results of such votes were as follows:
1. The following votes were cast in the election of two Class III directors to the Board of Directors:
| | | | | | |
Name of Nominee | | Number of Votes
Voted For | | Number of Votes
Withheld | | Number of Broker
Non-Votes |
Paul M. Kearns | | 11,048,838 | | 3,918,093 | | 1,761,351 |
Joseph L. von Rosenberg III | | 14,600,511 | | 366,420 | | 1,761,351 |
The Class III Directors’ terms expire at the 2013 Annual Meeting of Stockholders.
2. The following votes were cast in the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010:
| | | | | | |
Number of Votes
Voted For | | Number of Votes
Voted Against | | Number of Votes
Abstaining | | Number of
Broker Non-Votes |
16,596,456 | | 87,873 | | 43,453 | | 0 |
| | | | | | |
| Item 9.01 | Financial Statements and Exhibits |
| | a. | Financial Statements of Businesses Acquired. |
None.
| | b. | Pro Forma Financial Information |
None.
| | c. | Shell Company Transactions |
None.
None.
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 thereunto duly authorized.
| | |
| | | Omega Protein Corporation |
| |
| Dated: June 16, 2010. | | /s/ John D. Held |
| | John D. Held |
| | Executive Vice President, General Counsel and Secretary |
