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):February 25, 2020
HAYNES INTERNATIONAL, INC.
(Exact name of registrant as specified in
its charter)
| Delaware | | 001-33288 | | 06-1185400 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File
Number) | | (I.R.S. Employer
Identification No.) |
1020 West Park Avenue Kokomo, Indiana | | 46904-9013 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(765) 456-6000
Securities registered pursuant to Section 12(b) of the Act: | | |
| Tile of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $.001 per share | “HAYN” | NASDAQ Global Market |
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 (17CFR240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On January 15, 2020, upon recommendation of the Compensation Committee of the Board of Directors of Haynes International, Inc. (the “Company”), the Board of Directors of the Company approved the Haynes International, Inc. 2020 Incentive Compensation Plan (the “2020 Plan”), and submittal of the 2020 Plan to the stockholders for their consideration and approval. On February 25, 2020, at the Company’s 2020 annual meeting of stockholders, the stockholders of the Company approved the 2020 Plan. The terms and conditions of the 2020 Plan are described on pages 47 through 53 of the Company’s Definitive Proxy Statement onSchedule 14A filed with the Securities and Exchange Commission on January 24, 2020. This description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Plan, which was filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, is filed as an exhibit to this report, and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On February 25, 2020, Haynes International, Inc. (the “Company”) held its annual meeting of stockholders. The following is a summary of the matters voted on at the meeting:
| 1. | The six nominees for director were elected to serve for a one-year term: |
| Nominee | | For | | | Against/Withheld | | Abstain | | Non-Vote | |
| Donald C Campion | | | 10,718,574 | | | 546,738 | | | 1,581 | | | 369,174 | |
| Robert H. Getz | | | 10,758,336 | | | 506,975 | | | 1,582 | | | 369,174 | |
| Dawne S. Hickton | | | 10,876,087 | | | 389,225 | | | 1,581 | | | 369,174 | |
| Michael L. Shor | | | 10,818,902 | | | 447,890 | | | 101 | | | 369,174 | |
| Larry O. Spencer | | | 10,907,827 | | | 357,485 | | | 1,581 | | | 369,174 | |
| William P. Wall | | | 10,696,928 | | | 568,383 | | | 1,582 | | | 369,174 | |
| 2. | The appointment of Deloitte & Touche, LLP as the Company’s independent auditor for the fiscal year ending September 30, 2020 was ratified by the following stockholder vote: |
For | | Against/Withhold | | Abstain | | Non-Vote |
| 10,707,587 | | 578,558 | | 349,922 | | 0 |
| 3. | Approval of the Haynes International, Inc. 2020 Incentive Compensation Plan: |
For | | Against/Withhold | | Abstain | | Non-Vote |
| 10,518,093 | | 729,800 | | 19,000 | | 369,174 |
| 4. | On the advisory vote to approve the compensation of the Company’s Named Executive Officers, the stockholders voted for approval as follows: |
For | | Against/Withhold | | Abstain | | Non-Vote |
| 10,872,056 | | 375,491 | | 19,346 | | 369,174 |
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.
| | Haynes International, Inc. |
| | |
| | |
| Date: February 27, 2020 | By: | /s/ Janice Gunst |
| | Janice Gunst |
| | Vice President – General Counsel |
