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) April 25, 2019
(Exact name of registrant as specified in its charter)
Minnesota | 000-25727 | 41-0730027 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4832 Grand Avenue Duluth, Minnesota | | 55807 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (218) 628-2217
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 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b 2).
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2019 Annual Meeting of Shareholders (the “Annual Meeting”) of IKONICS Corporation (the “Company”) held on April 25, 2019, the Company’s shareholders, upon the recommendation of the Board of Directors, approved the IKONICS Corporation 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan will replace the existing IKONICS Corporation 1995 Stock Incentive Plan (the “1995 Plan”), which is the only plan under which equity awards are currently being granted. No new awards will be made under the 1995 Plan. The number of shares of the Company’s common stock that may be the subject of awards and issued under the 2019 Plan is 102,157, plus any shares that were subject to outstanding awards under the 1995 Plan as of the effective date of the 2019 Plan, to the extent that the associated awards under the 1995 Plan expire, are cancelled, are forfeited or are settled for cash. Awards outstanding under the 1995 Plan as of the date the 2019 Plan becomes effective will continue to be subject to the terms of the 1995 Plan.
A description of the material terms of the 2019 Plan is set forth in the Company’s definitive proxy statement relating to the Annual Meeting and filed with the Securities and Exchange Commission on March 26, 2019 (file no. 000-25727), and such description and the foregoing summary are qualified by reference to the full text of the 2019 Plan, a copy of which is filed as Exhibit 99 hereto and incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the shareholders voted upon (1) the election of seven directors to serve until the next annual meeting of shareholders or until their successors are duly elected; (2) the ratification of the selection of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019; (3) the approval of the IKONICS Corporation 2019 Equity Incentive Plan; (4) an advisory resolution regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers; and (5) an advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting. Each of William C. Ulland, Marianne Bohren, Lockwood Carlson, Jeffrey D. Engbrecht, Ernest M. Harper Jr., Gregory W. Jackson, and Darrell B. Lee were re-elected to serve as the Company’s directors. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders:
Proposal 1: The election of seven directors to serve until the Company’s 2020 Annual Meeting of Shareholders or until their successors are duly elected and qualified.
Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
William C. Ulland | | 960,535 | | 9,595 | | 696,310 |
Marianne Bohren | | 959,785 | | 10,345 | | 696,310 |
Lockwood Carlson | | 944,576 | | 25,554 | | 696,310 |
Jeffrey D. Engbrecht | | 961,003 | | 9,127 | | 696,310 |
Ernest M. Harper Jr. | | 961,003 | | 9,127 | | 696,310 |
Gregory W. Jackson | | 945,106 | | 25,024 | | 696,310 |
Darrell B. Lee | | 960,178 | | 9,952 | | 696,310 |
Proposal 2: The ratification of the selection of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.
Votes For | | Votes Against | | Votes Abstain |
1,657,599 | | 7,202 | | 1,639 |
Proposal 3: Approval of the IKONICS Corporation 2019 Equity Incentive Plan.
Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
922,002 | | 21,864 | | 26,264 | | 696,310 |
Proposal 4: Advisory resolution regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers.
1 Year | | 2 Years | | 3 Years | | Votes Abstain | | Broker Non-Votes |
866,622 | | 96,114 | | 1,000 | | 6,394 | | 696,310 |
In light of the voting results on this Proposal 4, the Company’s Board of Directors has determined that it will include an advisory, nonbinding shareholder vote on executive compensation in the Company’s proxy materials every year until the next required advisory vote on the frequency of shareholder votes on executive compensation.
Proposal 5: Advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting.
Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
956,502 | | 8,823 | | 4,805 | | 696,310 |
Item 7.01. Regulation FD Disclosure.
On April 25, 2019, the Company’s Board of Directors approved an increase to the Company’s previously announced share repurchase authorization to provide an additional 33,500 shares of Company common stock. This increase brings the total share repurchase authorization to 100,000 shares of Company common stock. Repurchases may be completed from time to time in the open market or in privately negotiated transactions, subject to applicable laws and regulations. This authorization does not have an expiration date.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit.
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, thereunto duly authorized.
| | IKONICS CORPORATION | |
| | | |
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Date: April 26, 2019 | /s/ Jon Gerlach | |
| | Jon Gerlach Chief Financial Officer, Vice President of Finance and Treasurer | |
