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): May 14, 2014
American Locker Group Incorporated
(Exact name of registrant as specified in its charter)
Delaware | | 0-439 | | 16-0338330 |
(State of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
2701 Regent Blvd., Suite 200
DFW Airport, Texas 75261
(Address of principal executive offices)
Registrant’s telephone number, including area code: (817) 329-1600
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act |
☐ | Soliciting material pursuant to Rule 14a-12 of the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act |
Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
(e) As described in Item 5.07 below, American Locker Group Incorporated (the “Company”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2014. At the Annual Meeting, the Company’s stockholders approved the 2014 Stock Incentive Plan of American Locker Group Incorporated (the “Plan”). The Plan had previously been unanimously adopted by the Company’s Board of Directors, subject to stockholder approval at the Annual Meeting.
The Plan allows the Company to grant options to its employees and non-employee directors and 150,000 shares of common stock, $1.00 par value per share, have been reserved for issuance under the Plan. The Compensation Committee of the Company’s Board of Directors will determine the employee and non-employee directors who are eligible to participate in the Plan and receive awards, and approves grants for those employees and non-employee directors. Awards are subject to the terms, conditions and limitations as set forth in the Plan and as determined by the Compensation Committee.
A description of the material terms of the Plan is set forth in the Company’s definitive proxy statement (the “Proxy Statement”), filed with the Securities and Exchange Commission on April 14, 2014, under the heading “Proposal Three — Approval of 2014 Stock Incentive Plan of American Locker Group Incorporated,” which description is incorporated herein by reference. The description in the Proxy Statement and the description of the Plan contained herein are qualified in their entirety by reference to the complete terms and conditions of the Plan, which is attached hereto as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 14, 2014, the Company held its Annual Meeting of Stockholders. At the annual meeting, the Company’s stockholders voted upon three proposals. The proposals are described in detail in the Proxy Statement. A brief description and the final results of the votes for each proposal are set forth below.
1. The Company’s stockholders elected all seven director nominees to serve as members of the Company’s board of directors, each to serve until the Company’s 2015 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified.
Nominee for Director | | For | | | Withheld | | | Broker Non-Votes | |
Craig R. Frank | | | 900,427 | | | | 114,125 | | | | 437,318 | |
John E. Harris | | | 797,896 | | | | 216,656 | | | | 437,318 | |
Graeme L. Jack | | | 705,445 | | | | 309,107 | | | | 437,318 | |
Anthony B. Johnston | | | 1,006,442 | | | | 8,110 | | | | 437,318 | |
Paul B. Luber | | | 808,349 | | | | 206,203 | | | | 437,318 | |
Mary A. Stanford | | | 896,962 | | | | 117,590 | | | | 437,318 | |
Allen D. Tilley | | | 903,934 | | | | 110,618 | | | | 437,318 | |
2. The Company’s stockholders ratified the appointment of Travis Wolff, LLP as independent auditors of the Company for the fiscal year ending December 31, 2014.
| | | For | | Against | | Abstain | |
| | | 1,435,747 | | 708 | | 15,415 | |
3. The Company’s stockholders approved the 2014 Stock Incentive Plan of American Locker Group Incorporated.
For | | Against | | Abstain | | Broker Non-Votes |
569,368 | | 331,237 | | 113,947 | | 437,318 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 2014 Stock Incentive Plan of American Locker Group Incorporated
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.
| | AMERICAN LOCKER GROUP INCORPORATED |
| | |
Date: May 15, 2014 | By: | /s/ STEPHEN P. SLAY |
| | | Stephen P. Slay |
| | | Chief Financial Officer |
