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): November 8, 2012
PMFG, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-34156 | | 51-0661574 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (214) 357-6181
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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2012 Annual Meeting of Stockholders of PMFG, Inc. (the “Company”) was held on November 8, 2012 (the “Annual Meeting”) at 9:00 a.m. central standard time. At the Annual Meeting, the Company’s stockholders (1) elected two directors to serve until the 2015 Annual Meeting of Stockholders, (ii) conducted an advisory vote on the Company’s executive compensation program and (iii) ratified Grant Thornton, LLP as the Company’s independent registered public accounting firm for fiscal year 2013.
The matters acted upon at the Annual Meeting and the voting tabulation for each matter are as follows:
Proposal No. 1: Election of Directors
| | | | | | | | | | | | | | | | |
Nominee | | Votes For | | | Votes Against | | | Abstentions | | | Broker
Non-Votes | |
Sherrill Stone | | | 6,502,946 | | | | 7,508,349 | | | | — | | | | 5,635,542 | |
Peter J. Burlage | | | 9,192,822 | | | | 4,818,473 | | | | — | | | | 5,635,542 | |
Proposal No. 2 Advisory Vote on the Company’s Executive Compensation Program
| | | | | | | | | | | | | | | | |
| | | Votes For | | | Votes Against | | | Abstentions | | | Broker
Non-Votes | |
Advisory Vote on the Company’s Executive Compensation Program | | | 4,399,615 | | | | 8,732,159 | | | | 879,521 | | | | 5,635,542 | |
Proposal No. 3 Ratification of Grant Thornton, LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2013
| | | | | | | | | | | | |
| | | Votes For | | | Votes Against | | | Abstentions | |
Ratification of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the 2013 fiscal year | | | 18,451,370 | | | | 1,127,159 | | | | 68,308 | |
The vote on Proposal No. 2 is non-binding, however the Board of Directors and Compensation Committee will consider the results of this advisory vote when making future compensation decisions for the Company’s executive officers.
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.
| | |
| PMFG, INC. |
| |
| By: | | /s/ Melissa G. Beare |
| | Melissa G. Beare |
| | Vice President, General Counsel and Corporate Secretary |
Date: November 9, 2012
