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): June 3, 2016
LAYNE CHRISTENSEN COMPANY
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-34195 | 48-0920712 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1800 Hughes Landing Blvd, Suite 800
The Woodlands, Texas 77380
(Address of principal executive offices)
(281) 475-2600
(Registrant’s telephone number, including area code)
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)) |
| ITEM 2.02 | RESULTSOF OPERATIONSAND FINANCIAL CONDITION. |
On June 6, 2016, the Registrant issued a press release reporting its earnings for the fiscal quarter ended April 30, 2016, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 5.07 | SUBMISSIONOF MATTERSTOA VOTEOF SECURITY HOLDERS. |
The Company held its 2016 Annual Meeting of Stockholders on June 3, 2016. The stockholders considered and voted on four proposals submitted for stockholder vote, each of which is described in detail in the Proxy Statement. The following is a brief description of the matters voted on at the 2016 Annual Meeting and the final results of such voting.
Proposal No. 1. Election of seven directors—David A.B. Brown, Michael J. Caliel, J. Samuel Butler, Nelson Obus, Robert R. Gilmore, John T. Nesser III and Alan P. Krusi—to hold office for terms expiring at the 2017 annual meeting of stockholders.
Final Results:The stockholders elected David A.B. Brown, Michael J. Caliel, J. Samuel Butler, Nelson Obus, Robert R. Gilmore, John T. Nesser III and Alan P. Krusi as directors to hold office for terms expiring at the 2017 annual meeting of stockholders and until their successor is duly elected and qualified or until their earlier death, retirement, resignation or removal.
| For | Withheld Authority | Broker Non Votes | ||||||||||
David A.B. Brown | 12,302,558 | 1,601,425 | 4,028,793 | |||||||||
Michael J. Caliel | 13,786,548 | 117,435 | 4,028,793 | |||||||||
J. Samuel Butler | 12,312,237 | 1,591,746 | 4,028,793 | |||||||||
Nelson Obus | 12,316,737 | 1,587,246 | 4,028,793 | |||||||||
Robert R. Gilmore | 12,316,878 | 1,587,105 | 4,028,793 | |||||||||
John T. Nesser III | 12,315,455 | 1,588,528 | 4,028,793 | |||||||||
Alan P. Krusi | 13,742,284 | 161,699 | 4,028,793 | |||||||||
Proposal No. 2: Proposal to conduct an advisory vote to approve named executive officer compensation.
Final Results:The stockholders approved, on an advisory basis, the compensation of the named executive officers, as disclosed in the Proxy Statement.
| For | Against | Abstain | Broker Non Votes | |||||
Advisory vote on executive compensation: | 11,378,277 | 2,506,263 | 19,443 | 4,028,793 |
Proposal No. 3: Proposal to amend the Company’s 2006 Equity Incentive Plan (the “Plan”) to increase the number of shares available for issuance under the Plan by 1,500,000 shares.
Final Results:The stockholders did not approve the amendment to the Plan to increase the shares available for issuance under the Plan.
| For | Against | Abstain | Broker Non Votes | |||||
Amendment to 2006 Equity Plan: | 6,753,902 | 7,138,242 | 11,839 | 4,028,793 |
Proposal No. 4: Proposal to ratify the selection of the accounting firm of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ended January 31, 2017.
Final Results:The stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal 2017.
| For | Against | Abstain | Broker Non Votes | |||||
Deloitte & Touche LLP | 17,894,997 | 31,366 | 6,413 | 0 |
No other matters were voted upon at the meeting.
| ITEM 9.01 | FINANCIAL STATEMENTSAND EXHIBITS |
| 99.1 | Press Release dated June 6, 2016. |
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.
| Layne Christensen Company | ||||||
| (Registrant) | ||||||
| Date: June 6, 2016 | By: | /s/ J. Michael Anderson | ||||
| J. Michael Anderson | ||||||
| Sr. Vice President— CFO | ||||||
