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): 06/30/2010
Westway Group, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-52642
Delaware | | 20-4755936 |
(State or other jurisdiction of | | (IRS Employer |
incorporation) | | Identification No.) |
365 Canal Street, Suite 2900
New Orleans, LA 70130
(Address of principal executive offices, including zip code)
(504) 525-9741
(Registrant's telephone number, including area code)
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The stockholders of Westway Group, Inc. (the "Company") adopted the Westway Group, Inc. 2010 Incentive Compensation Plan at the 2010 annual meeting of stockholders held on June 30, 2010. (See Item 5.07 below.) A brief description of the terms and conditions of the plan and the amounts payable thereunder have previously been reported in the Company's definitive proxy statement filed with the SEC on May 18, 2010 and in a Current Report on Form 8-K filed by the Company with the SEC on June 29, 2010.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders on June 30, 2010. At the meeting, the following matters were voted on by the stockholders:
Proposal 1 - Election of Directors
The holders of shares of Class A Common Stock, voting as a separate class, elected John E. Toffolon to the Board of Directors, and the holders of shares of Class B Common Stock, voting as a separate class, elected Philip A. Howell, James B. Jenkins and Gregory F. Holt to the Board of Directors. The following votes were cast in the election of directors:
Nominee | | For | | Withheld | | Broker Non-Votes |
John E. Toffolon, Jr. | | 4,722,369 | | 4,788,982 | | 652,303 |
Philip A. Howell | | 12,624,003 | | 0 | | 0 |
James B. Jenkins | | 12,624,003 | | 0 | | 0 |
Gregory F. Holt | | 12,624,003 | | 0 | | 0 |
Proposal 2 - Amendment to Certificate of Incorporation
The holders of Class A Common Stock and Class B Common Stock, voting as separate classes, approved the amendment to the Company's Certificate of Incorporation by the following votes:
| | For | | Against | | Abstain | |
Class A Common Stock | 8,710,796 | | 1,452,858 | | 0 | |
Class B Common Stock | 12,624,003 | | 0 | | 0 | |
Proposal 3 - Approval of the Westway Group, Inc. 2010 Incentive Compensation Plan
The holders of Class A Common Stock and Class B Common Stock, voting as single class, approved the Westway Group, Inc. 2010 Incentive Compensation Plan by the following votes:
For | | Against | | Abstain | | Broker Non-Votes |
19,873,096 | | 2,261,423 | | 835 | | 652,303 |
Proposal 4 - Amendment to Founder Warrant Agreement
The holders of Class A Common Stock and Class B Common Stock, voting as single class, approved the amendment to the Founder Warrant Agreement by the following votes:
For | | Against | | Abstain | | Broker Non-Votes |
16,472,247 | | 5,663,007 | | 100 | | 652,303 |
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.
Westway Group, Inc.
Date: July 1, 2010
By:/s/ Thomas A. Masilla, Jr.
Thomas A. Masilla, Jr.
Chief Financial Officer
