Form 8-K

 

 

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 6, 2012

 

 

CASCADE CORPORATION

(Exact name of registrant as specified in charter)

 

 

 

Oregon   1-12557   93-0136592

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2201 N.E. 201st Avenue

Fairview, Oregon 97024-9718

(Address of principal executive offices) (Zip Code)

(503) 669-6300

(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 (see General Instruction A.2. below):

 

¨ 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

(a) The 2012 annual meeting of shareholders of Cascade Corporation (the “Company”) was held on June 6, 2012.

(b) The matters considered and voted on by our shareholders at the annual meeting and the vote of the shareholders was as follows:

Proposal 1. Two directors were elected, each for a three-year term, by the votes indicated.

 

Nominee

  

For

  

Withheld

  

Broker Non-Votes

Duane C. McDougall

   9,212,678    100,561    1,014,886

James S. Osterman

   9,252,342    60,897    1,014,886

Proposal 2. To approve, on an advisory basis, the compensation of the Company’s named executive officers. The proposal was approved by a majority of the votes cast, as indicated below.

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

9,235,493

   39,288    38,458    1,014,886

Proposal 3. To approve the Company’s Amended and Restated Stock Appreciation Rights and Restricted Stock Plan to increase the number of shares available by 250,000. The proposal was approved by a majority of the votes cast, as indicated below.

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

9,013,328

   282,028    17,883    1,014,886

Proposal 4. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending January 31, 2013. The appointment was ratified by a majority of the votes cast, as indicated below.

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

10,248,858

   61,120    18,147    0

 

Item 7.01. Regulation FD Disclosure

Our annual meeting of shareholders was held on June 6, 2012. A transcript of the meeting, including the remarks of Robert C. Warren, Jr., President and Chief Executive Officer, is included as Exhibit 99.1 to this Form 8-K. These remarks, as well as the transcript, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference in any filing under the Securities Act of 1933.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are included with this report:

 

99.1

   Transcript of Annual Meeting of Shareholders held on June 6, 2012.

 

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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.

 

Cascade Corporation
By:  

/s/  JOSEPH G. POINTER

 

Joseph G. Pointer

Chief Financial Officer

Dated: June 12, 2012

 

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