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 3, 2022
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:
| Title of each class | | Trading Symbol(s) | | Name of each exchange 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 8, 2022, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2022 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 2022 Annual Meeting of the Registrant’s stockholders was held on February 3, 2022. Each of the 26,101,172 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 24,666,938 shares represented and entitled to vote on one or more matters at the meeting, or approximately 94.5% of the outstanding shares. The voting on each of the proposals at the meeting was as follows:
Proposal 1 – Election of Directors:
| Nominee | | “For” | | | “Withhold” | | | Broker Non-Votes | | | Percent of Shares Represented and Entitled to Vote on the Nominee Voting “For” | | | Percent of all Outstanding Shares Voting “For” | |
| Leon J. Olivier | | | 20,502,305 | | | | 3,527,660 | | | | 636,972 | | | | 85.3 | % | | | 78.6 | % |
| Gloria L. Valdez | | | 22,982,778 | | | | 1,047,188 | | | | 636,972 | | | | 95.6 | % | | | 88.1 | % |
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 Grant Thornton LLP as the Registrant’s independent registered public accounting firm for the 2022 fiscal year:
| “For” | | | “Against” | | | “Abstain” | | | Broker Non-Votes | | | Percent of Shares Represented and Entitled to Vote on the Proposal Voting “For” | | | Percent of all Outstanding Shares Voting “For” | |
| | 24,535,342 | | | | 125,266 | | | | 6,329 | | | | 0 | | | | 99.4 | % | | | 94.0 | % |
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 Represented and Entitled to Vote on the Proposal Voting “For” | | | Percent of all Outstanding Shares Voting “For” | |
| | 23,193,651 | | | | 820,569 | | | | 15,745 | | | | 636,972 | | | | 96.5 | % | | | 88.9 | % |
Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.
See also Item 8.01, Other Events, below.
| Item 7.01 | Regulation FD Disclosure |
Today, February 8, 2022, the Registrant is issuing a press release (Exhibit 99.1) announcing its fiscal 2021 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.
In accordance with the statements made in Item 5.02 of the Registrant’s Form 8-K filed November 23, 2021, the retirement of director Larry W. Solley became effective upon the expiration of his term at the 2022 Annual Meeting, at which time the number of directors constituting the Registrant’s Board of Directors was reduced from eight to seven.
| Item 9.01 | Financial Statements and Exhibits |
(d) 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 8, 2022
| ESCO TECHNOLOGIES INC. |
| | | |
| | By: | /s/Christopher L. Tucker |
| | | Christopher L. Tucker |
| | | Senior Vice President |
| | | and Chief Financial Officer |
