iiin20140212_8k.htm

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 12, 2014

 

 

Commission File Number 1-9929

 

 

 

Insteel Industries, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

North Carolina

(State or other jurisdiction of

incorporation or organization)

  

56-0674867

(I.R.S. Employer Identification No.)

     

1373 Boggs Drive, Mount Airy, North Carolina

(Address of principal executive offices)

  

27030

(Zip Code)

 

Registrant’s telephone number, including area code: (336) 786-2141

 

 

  

 

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 5.07. Submission of Matters to a Vote of Security Holders

 

Insteel Industries, Inc. (the “Company”) held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”) on February 12, 2014. Set forth below is a brief description of each item submitted to a vote of the shareholders at the Annual Meeting and the final voting results for each item. A more complete description of each item is set forth in the Company’s proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on January 3, 2014.

 

Item Number One – Election of Directors

 

Each of the two nominees named in the proxy statement for the Annual Meeting were elected by the shareholders to the Board for three-year terms based on the following vote:

 

Nominee

  

Votes For

  

Votes Withheld

  

Broker

Non-Votes

Gary L. Pechota

  

15,193,563

  

554,366

  

1,065,771

W. Allen Rogers II

  

15,195,685

  

552,244

  

1,065,771

 

Item Number Two – Approval of the Material Terms of the Return on Capital Incentive Compensation Plan

 

The material terms of the Insteel Industries, Inc. Return on Capital Incentive Compensation Plan were approved by the shareholders based on the following vote:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker

Non-Votes

14,953,304

  

718,879

  

75,745

  

1,065,772

 

Item Number Three – Advisory Vote on the Compensation of the Company’s Executive Officers

 

The compensation of the Company’s executive officers was approved, on an advisory basis, by the shareholders based on the following vote:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker

Non-Votes

15,394,110

  

240,481

  

113,335

  

1,065,773

 

Item Number Four – Ratification of the Appointment of Grant Thornton LLP

 

The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year 2014 was ratified by the shareholders based on the following vote:

 

Votes For

  

Votes Against

  

Abstentions

16,348,620

  

459,700

  

5,379

         

 

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 thereunto duly authorized.

 

INSTEEL INDUSTRIES, INC.

Registrant

 

 

Date: February 14, 2014

  

By:

/s/ James F. Petelle

     

     James F. Petelle

     

     Vice President and Secretary