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): January 10, 2023 |
Lindsay Corporation
(Exact name of Registrant as Specified in Its Charter)
Delaware | 1-13419 | 47-0554096 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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18135 Burke Street Suite 100 |
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Omaha, Nebraska |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (402) 829-6800 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Common Stock, $1.00 par value |
| LNN |
| New York Stock Exchange |
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 January 10, 2023, Lindsay Corporation (the “Company”) held its annual meeting of stockholders (the “Fiscal 2023 Annual Meeting”). A total of 9,606,797 shares of the Company’s common stock, or 87.28% of the 11,006,852 shares entitled to vote, were represented in person or by proxy at the Fiscal 2023 Annual Meeting.
The final results for each of the matters submitted to a stockholder vote at the Fiscal 2023 Annual Meeting are set forth below.
| Votes For | Votes Withheld | Broker Non-Votes |
Election of Directors |
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Michael N. Christodolou | 8,144,447 | 1,018,365 | 443,985 |
Ibrahim Gokcen | 8,708,302 | 454,510 | 443,985 |
David B. Rayburn | 8,969,076 | 193,736 | 443,985 |
| Votes For | Votes Against | Abstentions |
Ratification of Independent Registered Public Accounting Firm | 9,156,535 | 442,763 | 7,499 |
| Votes For | Votes Against | Abstentions | Broker Non‑Votes |
Advisory Vote on Executive Compensation | 8,595,267 | 550,135 | 17,410 | 443,985 |
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
Advisory Vote on the Frequency of Future Stockholder Advisory Votes on Executive Compensation | 8,837,377 | 4,473 | 311,861 | 9,101 | 443,985 |
In accordance with Item 5.07(d) of Form 8-K, the Company now reports that, after considering the outcome of the foregoing majority stockholder vote in favor of holding a stockholder advisory vote every year to approve the compensation of the Company’s named executive officers, the Company’s Board of Directors has decided to continue to hold such a stockholder advisory vote every year to approve the compensation of the Company’s named executive officers. The Company shall continue to hold such vote every year until the next vote on the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers, which is expected to occur at the Company’s annual meeting of stockholders in fiscal 2029.
Item 9.01 Financial Statements and Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
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| LINDSAY CORPORATION |
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Date: | January 13, 2023 | By: | /s/ Brian L. Ketcham |
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| Brian L. Ketcham, Senior Vice President and Chief Financial Officer |