UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 8, 2012
Hardinge Inc.
(Exact name of Registrant as specified in its charter)
New York | | 000-15760 | | 16-0470200 |
(State or other jurisdiction of
incorporation or organization) | | Commission file number | | (I.R.S. Employer
Identification No.) |
One Hardinge Drive, Elmira, NY 14902
(Address of principal executive offices) (Zip Code)
(607) 734-2281
(Registrant’s telephone number including area code)
N/A
(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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material 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 2.02 Results of Operations and Financial Condition.
On May 9, 2012, Hardinge Inc. (the “Company”) issued a press release announcing the Company’s first quarter 2012 financial results. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K. On May 8, 2012, the Board of Directors of the Company declared a cash dividend of $0.02 per share on the Company’s common stock. The dividend is payable on June 8, 2012 to stockholders of record as of May 30, 2012.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 8, 2012, Hardinge Inc. (the “Company”) held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”). The total number of shares of the Company’s common stock, par value $0.01 per share, voted in person or by proxy at the Annual Meeting was 10,141,364, representing approximately 86.93% of the 11,666,092 shares outstanding and entitled to vote at the Annual Meeting. All non-advisory matters voted upon at the Annual Meeting were approved with the required votes. The Company’s shareholders also voted on an advisory basis in favor of the Company’s executive compensation policies and practices. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of the abstentions and broker non-votes, as to each such matter, where applicable, are set forth below:
Proposal 1 Election of Directors
The Company’s shareholders elected two Class III directors to each serve for a three-year term expiring at the 2015 Annual Meeting, or when their respective successors have been duly elected and qualified. The voting results, excluding fractional amounts, were as follows:
| | VOTES FOR | | VOTES WITHHELD | | BROKER NON-VOTES | |
Douglas A. Greenlee | | 8,012,934 | | 346,755 | | 1,781,674 | |
John J. Perrotti | | 8,140,547 | | 219,143 | | 1,781,674 | |
The Company’s shareholders elected one Class II director to serve for a two-year term expiring at the 2014 Annual Meeting, or when his respective successor has been duly elected and qualified. The voting results, excluding fractional amounts, were as follows:
| | VOTES FOR | | VOTES WITHHELD | | BROKER NON-VOTES | |
R. Tony Tripeny | | 8,136,022 | | 223,668 | | 1,781,674 | |
The Company’s shareholders elected one Class I director to serve for a one-year term expiring at the 2013 Annual Meeting, or when his respective successor has been duly elected and qualified. The voting results, excluding fractional amounts, were as follows:
| | VOTES FOR | | VOTES WITHHELD | | BROKER NON-VOTES | |
Robert J. Lepofsky | | 8,135,434 | | 224,255 | | 1,781,674 | |
Proposal 2 Ratification of the Appointment of Independent Auditor
The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2012. The voting results, excluding fractional amounts, were as follows:
VOTES FOR | | VOTES AGAINST | | ABSTENTIONS | |
10,071,953 | | 54,297 | | 15,114 | |
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Proposal 3 Advisory Vote on Executive Compensation
The Company’s shareholders voted on an advisory basis in favor of the Company’s executive compensation policies and practices. The voting results, excluding fractional amounts, were as follows:
VOTES FOR | | VOTES AGAINST | | ABSTENTIONS | | BROKER NON-VOTES | |
7,999,784 | | 322,951 | | 36,953 | | 1,781,674 | |
Item 9.01 Financial Statements and Exhibits
99.1 | | Press release issued by Registrant on May 9, 2012 announcing first quarter 2012 results. |
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.
| HARDINGE INC. |
| Registrant |
| |
| |
Date: May 11, 2012 | By: | /S/ EDWARD J. GAIO |
| Edward J. Gaio |
| Vice President and Chief Financial Officer |
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