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): May 9, 2017
Preformed Line Products Company
(Exact name of Registrant as Specified in Its Charter)
| Ohio | 0-31164 | 34-0676895 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
660 Beta Drive, Mayfield Village, OH | | 44143 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (440) 461-5200
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 (see General Instructions 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)) |
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. ¨
| ITEM. 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On May 9, 2017, Preformed Line Products Company (the “Company”) held its annual meeting of shareholders at its principal executive offices in Mayfield Village, Ohio. At the meeting, the shareholders voted on several proposals, the results of which are as follows:
1. Director Elections. The shareholders voted to re-elect certain persons to the Board of Directors for a term expiring at the 2019 annual meeting of the shareholders. The individuals listed below were elected to the Company’s Board of Directors, each to hold office until the designated annual meeting or until his successor is elected and qualified, or until his earlier resignation. The table below indicates the votes for, votes withheld, abstentions and broker non-votes for the election of the four director nominees.
| | Term Expiring | Votes For | Votes Withheld | Abstentions | Broker Non-Votes |
| Matthew D. Frymier | 2019 | 3,493,631 | 49,024 | 0 | 299,491 |
| Richard R. Gascoigne | 2019 | 3,375,446 | 167,209 | 0 | 299,491 |
| Maegan A. Ruhlman | 2019 | 2,612,450 | 930,205 | 0 | 299,491 |
| Robert G. Ruhlman | 2019 | 3,103,261 | 439,394 | 0 | 299,491 |
2. Advisory Vote on Executive Compensation. The shareholders voted to approve the compensation paid to the Company’s Named Executive Officers (“NEOs”) as disclosed in the Proxy Statement. The table below indicates the votes for, votes against, abstentions and broker non-votes on this non-binding proposal.
| | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Named Executive Officers’ Compensation | 2,174,558 | 738,874 | 629,223 | 299,491 |
3. Advisory Vote on Frequency of Voting on Executive Compensation. The shareholders voted on the frequency of the advisory vote on the compensation of the Company’s NEOs. The table below indicates the votes for every three years, every two years, annually and abstentions.
| | Three Years | Two Years | One Year | Abstentions |
| Frequency for Say-On-Pay | 1,867,199 | 1,151 | 1,044,854 | 629,451 |
4. Ratification of the Appointment of Ernst & Young LLP. The shareholders voted to approve the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017. The table below indicates the votes for, votes against, abstentions and broker non-votes on this proposal.
| | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Ratification of Appointment of Ernst & Young LLP | 3,809,939 | 29,141 | 3,066 | 0 |
The Company’s Board of Directors has considered the outcome of the vote on Proposal 3 above and will hold non-binding shareholder advisory votes on executive compensation every three years until the Company’s next required vote on the frequency of shareholder votes on executive compensation.
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.
| | PREFORMED LINE PRODUCTS COMPANY |
| | |
| | /s/ Caroline S. Vaccariello |
| | Caroline S. Vaccariello, General Counsel & Corporate Secretary |
DATED: May 9, 2017
