Lindsay (LNN) 8-K Lindsay Corporation Reports Fiscal 2021 First Quarter Results

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 5, 2021

LINDSAY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-13419	47-0554096
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

18135 Burke Street, Suite 100 Omaha, Nebraska	68022
(Address of principal executive offices)	(Zip Code)

(402) 829-6800

(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:

☐ 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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	LNN	New York Stock Exchange, Inc.

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 2.02. Results of Operations and Financial Condition.

On January 7, 2021, Lindsay Corporation (the “Company”) issued a press release announcing the Company’s results of operations for its first quarter ended November 30, 2020. A copy of the press release is furnished herewith as Exhibit 99.1.

In addition, a copy of the slide presentation to be used during the Company’s fiscal 2021 first quarter investor conference call at 11:00 a.m. Eastern Time on January 7, 2021 is furnished herewith as Exhibit 99.2.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02, including Exhibits 99.1 and 99.2 attached hereto, is being “furnished” and, as such, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 5, 2021, the Company held its annual meeting of stockholders (the “Fiscal 2021 Annual Meeting”). A total of 9,650,752 shares of the Company’s common stock, or 88.82% of the 10,865,246 shares entitled to vote, were represented in person or by proxy at the Fiscal 2021 Annual Meeting.

The final results for each of the matters submitted to a stockholder vote at the Fiscal 2021 Annual Meeting are set forth below.

1. The stockholders elected two directors with terms expiring at the fiscal 2024 annual meeting of stockholders, based on the following voting results:

	Votes For		Votes Withheld		Broker Non-Votes
Election of Directors
Robert E. Brunner		8,752,669		470,994		427,089
Randy A. Wood		9,127,576		96,087		427,089

2. The stockholders approved the 2021 Employee Stock Purchase Plan, based on the following voting results:

	Votes For		Votes Against		Abstentions		Broker Non-Votes
Approval of 2021 Employee Stock Purchase Plan		9,170,182		31,117		22,364		427,089

3. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2021, based on the following voting results:

	Votes For		Votes Against		Abstentions
Ratification of Independent Registered Public Accounting Firm		9,485,017		142,972		22,763

4. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following voting results:

	Votes For		Votes Against		Abstentions		Broker Non-Votes
Advisory Vote on Executive Compensation		8,822,578		373,883		27,202		427,089

Item 9.01. Financial Statements and Exhibits.

99.1	Press Release, dated January 7, 2021, issued by the Company.
99.2	Slide Presentation for Fiscal 2021 First Quarter Investor Conference Call on January 7, 2021.
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.

Dated: January 7, 2021	LINDSAY CORPORATION
	By:	/s/ Brian L. Ketcham
		Brian L. Ketcham, Senior Vice President and
		Chief Financial Officer