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 15, 2019 |
ESCALADE, INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Indiana
(State or Other Jurisdiction of Incorporation)
| 0-6996 | 13-2739290 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 817 Maxwell Ave, Evansville, Indiana | 47711 |
| (Address of Principal Executive Offices) | (Zip Code) |
(812) 467-4449
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (seeGeneral 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)) |
| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
| Common Stock, No Par Value | ESCA | The NASDAQ Stock Market LLC |
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.¨
Section 5 – Corporate Governance and Management
Item 5.07 – Submission of Matters to a Vote of Security Holders
On May 15, 2019, Escalade, Incorporated (the “Company”) held its Annual Meeting of Stockholders for which the Board of Directors solicited proxies. At the Annual Meeting, the stockholders voted on the election of directors, the appointment of the Company’s independent registered public accounting firm for the Company’s 2019 fiscal year, the approval, by non-binding vote of the compensation of named executive officers and to recommend, by non-binding vote, the frequency of future non-binding stockholder votes on the compensation of the Company’s named executive officers.
In the election of directors, as described in the Company’s proxy statement relating to the Annual Meeting, the six incumbent directors whose terms were expiring were nominated for reelection for a one-year term. The results of the voting in the election of directors are as follows:
| | | Number of Votes |
| Director Nominee | | For | | Withheld |
| | | | | |
| Walter P. Glazer, Jr. | | 7,469,103 | | 899,080 |
| Richard D. White | | 7,433,919 | | 934,264 |
| Edward E. Williams | | 7,686,781 | | 681,402 |
| Richard F. Baalmann, Jr. | | 8,253,846 | | 114,337 |
| David L. Fetherman | | 7,499,467 | | 868,716 |
| Patrick J. Griffin | | 7,497,140 | | 871,043 |
Therefore, Messrs. Walter P. Glazer, Jr., Richard D. White, Edward E. Williams, Richard Baalmann, Jr., David L. Fetherman, and Patrick J. Griffin were elected to the Board. There were 5,564,829 broker non-votes with respect to the election of each of the nominees.
As to the appointment of the firm, BKD, LLP, to serve as the Company’s independent registered public accounting firm for the Company’s 2019 fiscal year, the Company’s stockholders ratified such appointment by a vote of 13,220,667 shares FOR, 40,359 shares AGAINST, and 671,986 shares ABSTAINED, with no broker non-votes. Therefore, the appointment of BKD, LLP was approved.
As to the approval, by non-binding vote, of the compensation of our named executive officers the Company’s stockholders ratified by a vote of 8,222,809 shares FOR, 87,779 shares AGAINST, and 57,595 shares ABSTAINED. There were 5,564,829 broker non-votes. Therefore, the compensation for our named executive officers was approved, by non-binding vote.
As to the recommended frequency, by non-binding vote, of future non-binding stockholder votes on the compensation of our named executive officers the Company’s stockholders ratified by a vote of 7,357,575 shares for 1-YEAR, 44,042 shares for 2-YEARS, 912,663 shares for 3-YEARS, and 53,903 shares ABSTAINED, with no broker non-votes. Therefore, the frequency of future non-binding votes on the compensation for our named executive officers is recommended to be 1-YEAR, by non-binding vote.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Escalade, Incorporated has duly caused this report to be signed on its behalf in Evansville, Indiana by the undersigned hereunto duly authorized.
| Date: May 16, 2019 | ESCALADE, INCORPORATED | |
| | | |
| | By: | /s/ Stephen R. Wawrin | |
| | | Vice President Finance, Chief Financial Officer and Secretary | |
