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 15, 2021
Williams Industrial Services Group Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-16501 | 73-1541378 |
(State or Other Jurisdiction of
Incorporation) | (Commission
File Number) | (IRS Employer
Identification Number) |
100 Crescent Centre Parkway, Suite 1240
Tucker, Georgia 30084
(Address of Principal Executive Offices, Zip Code)
Registrant’s telephone number, including area code: 770-879-4400
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 | | WLMS | | NYSE American |
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. |
Williams Industrial Services Group Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on June 15, 2021, at 9:00 a.m. Eastern Time at 100 Crescent Centre Parkway, Suite 104, Tucker, Georgia 30084. As described in the 2021 Proxy Statement, the following occurred:
| · | The six nominees for director were elected; |
| · | The appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 was ratified; and |
| · | A resolution to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the 2021 Proxy Statement, was adopted. |
The voting results for each proposal were as follows:
Proposal 1 — Election of Directors:
| | | For | | | Withhold | | | Broker Non-Votes | |
| Robert B. Mills | | | 17,412,622 | | | | 243,883 | | | | 4,746,449 | |
| David A. B. Brown | | | 17,195,187 | | | | 461,318 | | | | 4,746,449 | |
| Steven D. Davis | | | 17,384,661 | | | | 271,844 | | | | 4,746,449 | |
| Nelson Obus | | | 17,227,153 | | | | 429,352 | | | | 4,746,449 | |
| Tracy D. Pagliara | | | 17,414,535 | | | | 241,970 | | | | 4,746,449 | |
| Mitchell I. Quain | | | 17,397,775 | | | | 258,730 | | | | 4,746,449 | |
Proposal 2 — Ratification of Moss Adams LLP as the Independent Registered Public Accounting Firm:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 22,373,372 | | | | 5,559 | | | | 24,023 | | | | — | |
Proposal 3 — Advisory, Non-Binding Vote on Executive Compensation:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 15,262,507 | | | | 292,368 | | | | 2,101,630 | | | | 4,746,449 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 16, 2021
| | Williams Industrial Services Group Inc. |
| By: | /s/ Charles E. Wheelock |
| | Charles E. Wheelock |
| | Senior Vice President, Chief Administrative Officer, General Counsel & Secretary |
