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): December 10, 2014
PALL CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 001- 04311 | 11-1541330 |
| (State or other jurisdiction | (Commission file number) | (I.R.S. Employer |
| of incorporation) | | Identification No.) |
| |
| 25 Harbor Park Drive, Port Washington, NY | 11050 |
| (Address of principal executive offices) | | (Zip Code) |
(516) 484-5400
(Registrant's telephone number, including area code) |
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:
| | c | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| c | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| c | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| c | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 — Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders
On December 10, 2014, Pall Corporation (the “Registrant”) held its Annual Meeting ofShareholders (the “Annual Meeting”). Holders of an aggregate of 106,854,490 shares of the Registrant’s common stock at the close of business on October 14, 2014 were entitled to vote at the Registrant’s Annual Meeting, of which 95,835,299 were present in person or represented by proxy. At the Annual Meeting, the Registrant’s shareholders voted as follows:
Proposal One:To elect the following individuals as directors for a term expiring on the date of the Registrant’s 2015 Annual Meeting of Shareholders, or at such time as their successors have been duly elected and qualified.
| Name | | For | | Against | | Abstain | | Broker Non-Votes |
| Dr. Amy E. Alving | | 89,311,638 | | 199,298 | | 108,860 | | 6,215,503 |
| Robert B. Coutts | | 88,845,357 | | 660,920 | | 113,519 | | 6,215,503 |
| Mark E. Goldstein | | 88,854,385 | | 650,684 | | 114,727 | | 6,215,503 |
| Cheryl W. Grisé | | 88,768,708 | | 732,924 | | 118,164 | | 6,215,503 |
| Ronald L. Hoffman | | 88,852,690 | | 652,487 | | 114,619 | | 6,215,503 |
| Lawrence D. Kingsley | | 87,378,977 | | 888,862 | | 1,351,957 | | 6,215,503 |
| Dennis N. Longstreet | | 89,309,998 | | 198,196 | | 111,602 | | 6,215,503 |
| B. Craig Owens | | 89,394,140 | | 113,995 | | 111,661 | | 6,215,503 |
| Katharine L. Plourde | | 88,500,295 | | 1,010,905 | | 108,596 | | 6,215,503 |
| Edward Travaglianti | | 88,825,173 | | 685,786 | | 108,837 | | 6,215,503 |
| Bret W. Wise | | 89,392,782 | | 114,975 | | 112,039 | | 6,215,503 |
The Registrant’s shareholders elected each of Messrs. Coutts, Goldstein, Hoffman, Kingsley, Longstreet, Owens, Travaglianti and Wise, Dr. Alving and Mses. Grisé and Plourde to serve as directors for a term expiring on the date of the Registrant’s 2015 Annual Meeting of Shareholders.
Proposal Two: The ratification of KPMG LLP as the Registrant’s independent registered public accounting firm for the fiscal year 2015.
| | | For | | Against | | Abstain |
| Total Shares Voted | | 95,175,956 | | 529,536 | | 129,807 |
The Registrant’s shareholders ratified the selection of KPMG LLP.
Proposal Three:The approval of an amendment to the Pall Corporation 2012 Stock Compensation Plan.
| | For | | Against | | Abstain | | Broker Non-Votes |
| Total Shares Voted | | 85,260,516 | | 4,184,959 | | 174,321 | | 6,215,503 |
The Registrant’s shareholders approved the amendment to the Pall Corporation 2012 Stock Compensation Plan.
Proposal Four:The approval, on an advisory basis, of the compensation of the Registrant’s named executive officers.
| | | For | | Against | | Abstain | | Broker Non-Votes |
| Total Shares Voted | | 86,269,301 | | 3,064,306 | | 286,189 | | 6,215,503 |
The Registrant’s shareholders approved the compensation for its named 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.
| | Pall Corporation |
| | (Registrant) |
| |
| December 11, 2014 | | By: | /s/Roya Behnia | |
| | Name: | Roya Behnia |
| | Title: | Senior Vice President, General Counsel and |
| | | Corporate Secretary |
