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 31, 2020
ESCO TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Charter)
| Missouri | 1-10596 | 43-1554045 |
| (State or Other | (Commission | (I.R.S. Employer |
| Jurisdiction of Incorporation) | File Number) | Identification No.) |
| 9900A Clayton Road, St. Louis, Missouri | 63124-1186 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 314-213-7200
Securities registered pursuant to section 12(b) of the Act:
| | | | | Name of each exchange |
| Title of each class | | Trading Symbol(s) | | on which registered |
| Common Stock, par value $0.01 per share | | ESE | | New York Stock Exchange |
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 240.113d-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 2.02 | Results of Operations and Financial Condition |
Today, February 4, 2020, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2020 first quarter financial and operating results. See Item 7.01, Regulation FD Disclosure, below.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The 2020 Annual Meeting of the Registrant’s stockholders was held on January 31, 2020. Each of the 25,981,313 shares entitled to vote at the meeting was entitled to one vote on each matter voted on at the meeting. The affirmative vote of a majority of the shares represented in person or by proxy at the meeting was required to elect each director and to approve each of the other proposals considered at the meeting. The vote totals below are rounded down to the nearest whole share, and Broker Non-Votes are not considered to be entitled to vote on the matter in question and are therefore not counted in determining the number of votes required for approval.
At the meeting, there were 24,216,503 shares represented and entitled to vote on one or more matters at the meeting, or 93.2% of the outstanding shares. The voting on each of the proposals at the meeting was as follows, rounded down to the nearest whole share:
Proposal 1 – Election of Directors:
| Nominee | | “For” | | “Withhold” | | Broker Non-Votes | | Percent of Shares
Entitled to Vote on the
Nominee Voting “For” |
| Patrick M. Dewar | | 23,310,817 | | 151,105 | | 754,580 | | 99.4% |
| Vinod M. Khilnani | | 23,214,143 | | 247,779 | | 754,580 | | 98.9% |
| Robert J. Phillippy | | 23,015,960 | | 445,963 | | 754,580 | | 98.1% |
Because each nominee received a majority of the shares represented at the meeting and entitled to vote on the nominee, all of the nominees were duly elected.
Proposal 2 – Ratification of the Registrant’s appointment of KPMG LLP as the Registrant’s independent registered public accounting firm for the 2020 fiscal year:
| “For” | | “Against” | | “Abstain” | | Broker Non-Votes | | Percent of Shares
Entitled to Vote on the
Proposal Voting “For” |
| 23,742,907 | | 439,084 | | 34,511 | | 0 | | 98.0% |
Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.
Proposal 3 – Advisory vote on the resolution to approve the compensation of the Registrant’s executive officers (“Say on Pay”):
| “For” | | “Against” | | “Abstain” | | Broker Non-Votes | | Percent of Shares
Entitled to Vote on the
Proposal Voting “For” |
| 22,575,451 | | 801,582 | | 84,890 | | 754,980 | | 96.2% |
Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.
| Item 7.01 | Regulation FD Disclosure |
Today, February 4, 2020, the Registrant is issuing a press release (Exhibit 99.1) announcing its fiscal 2020 first quarter financial and operating results. The Registrant will conduct a related Webcast conference call today at 4:00 p.m. Central Time. The press release will be posted on the Registrant’s web site located at http://www.escotechnologies.com and can be viewed through the “Investor News” page of the web site under the “Investor Center” tab, although the Registrant reserves the right to discontinue that availability at any time.
| Item 9.01 | Financial Statements and Exhibits |
Other Matters
The information in this report furnished pursuant to Item 2.02 and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act.
References to the Registrant’s web site address are included in this Form 8-K and the press release only as inactive textual references, and the Registrant does not intend them to be active links to its web site. Information contained on the Registrant’s web site does not constitute part of this Form 8-K or the press release.
SIGNATURE
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.
| Date: February 4, 2020 | |
| | ESCO TECHNOLOGIES INC. |
| | |
| | |
| | By: | /s/Gary E. Muenster |
| | | Gary E. Muenster |
| | | Executive Vice President and Chief Financial Officer |
