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 5, 2021
Universal Stainless & Alloy Products, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39467 | 25-1724540 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 600 Mayer Street, Bridgeville, Pennsylvania | 15017 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (412) 257-7600
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 (see General Instruction A.2.):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class | Trading | Name of Each Exchange | ||
| Common Stock, par value $0.001 per share | USAP | The Nasdaq Stock Market, LLC | ||
| Preferred Stock Purchase Rights | — | The Nasdaq Stock Market, LLC |
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.
At the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Universal Stainless & Alloy Products, Inc. (the “Company”) held on May 5, 2021, the Company’s stockholders approved the Universal Stainless & Alloy Products, Inc. Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”) and the Universal Stainless & Alloy Products, Inc. Amended and Restated 1996 Employee Stock Purchase Plan (the “1996 Plan”). The 2017 Plan and the 1996 Plan were approved by the Company’s Board of Directors on March 26, 2021, subject to stockholder approval at the Annual Meeting.
Summaries of the 2017 Plan and the 1996 Plan were included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2021 (the “Proxy Statement”) and are incorporated herein by reference. The foregoing summaries of the 2017 Plan and the 1996 Plan are qualified in their entirety by the full text of the 2017 Plan appearing as Exhibit 10.1 to this Current Report on Form 8-K and the full text of the 1996 Plan appearing as Exhibit 10.2 to this Current Report on Form 8-K, each of which are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 5, 2021, the Company held the Annual Meeting. Below are the voting results for each matter submitted for a vote of the Company’s stockholders at the Annual Meeting:
| 1. | Election of Directors: |
NAME | FOR | WITHHELD | BROKER NON-VOTES | |||
Dennis M. Oates | 5,403,119 | 242,300 | 1,333,354 | |||
Christopher L. Ayers | 5,014,342 | 631,077 | 1,333,354 | |||
Judith L. Bacchus | 5,250,388 | 395,031 | 1,333,354 | |||
M. David Kornblatt | 5,265,564 | 379,855 | 1,333,354 | |||
Udi Toledano | 4,879,125 | 766,294 | 1,333,354 |
| 2. | Advisory, non-binding resolution to approve the compensation of the Company’s named executive officers: |
FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
| 5,234,269 | 395,441 | 15,709 | 1,333,354 |
| 3. | Advisory, non-binding resolution to ratify the Company’s Tax Benefits Preservation Plan: |
FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
| 4,430,740 | 1,202,162 | 12,517 | 1,333,354 |
| 4. | Approval of the Amended and Restated Universal Stainless & Alloy Products, Inc. 2017 Equity Incentive Plan: |
FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
| 5,029,230 | 601,262 | 14,927 | 1,333,354 |
| 5. | Approval of the Amended and Restated Universal Stainless & Alloy Products, Inc. 1996 Employee Stock Purchase Plan: |
FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
| 5,517,290 | 85,809 | 42,320 | 1,333,354 |
| 6. | Ratification of the appointment of Schneider Downs & Co., Inc. as the Company’s independent registered public accountants for 2021: |
FOR | AGAINST | ABSTENTIONS | ||
| 6,732,644 | 233,502 | 12,627 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| 10.1 | Universal Stainless & Alloy Products, Inc. Amended and Restated 2017 Equity Incentive Plan. | |
| 10.2 | Universal Stainless & Alloy Products, Inc. Amended and Restated 1996 Employee Stock Purchase Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. | ||
| By: | /s/ John J. Arminas | |
| John J. Arminas | ||
| Vice President, General Counsel and Secretary | ||
Dated: May 6, 2020