Document
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): July 23, 2018
COLUMBUS MCKINNON CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation)
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0-27618 | | 16-0547600 |
(Commission File Number) | | (IRS Employer Identification No.) |
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205 CROSSPOINT PARKWAY, GETZVILLE, NEW YORK | | 14068 |
(Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number including area code: (716) 689-5400
_________________________________________________
(Former name or former address, if changed since last report)
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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| 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. |
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Item 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN DIRECTORS. |
Effective July 23, 2018, Mr. Stephen Rabinowitz retired as director of Columbus McKinnon Corporation (the “Company”). Mr. Rabinowitz served on the Compensation and Succession Committee and Audit Committee of the Board of Directors. Mr. Rabinowitz's retirement from the Board of Directors of the Company was pursuant to the Board of Directors General Corporate Governance Policy Term, which states no Director may stand for election after his/her 75th birthday and did not result from any disagreement or dispute with the Company or its management.
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Item 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
On July 23, 2018, Columbus McKinnon (the “Company”) held its Annual Meeting of Stockholders.
At the Annual Meeting, stockholders approved each of management’s proposals, which consisted of: (i) the election of nine (9) directors, each of whom will serve as directors of the Company for terms of one (1) year and until their successors are elected and qualified; (ii) the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2019; and (iii) the approval of the advisory vote on executive compensation.
Proposal 1: Election of Directors
The following table reflects the tabulation of the votes with respect to each director who was elected at the Annual Meeting. Each director received a majority vote.
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Name | Votes For |
| Votes Withheld |
| Broker Non-Vote |
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Ernest R. Verebelyi | 19,665,385 |
| 719,026 |
| 1,204,974 |
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Mark D. Morelli | 20,013,806 |
| 370,605 |
| 1,204,974 |
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Richard H. Fleming | 19,365,814 |
| 1,018,597 |
| 1,204,974 |
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Nicholas T. Pinchuk | 19,826,262 |
| 558,149 |
| 1,204,974 |
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Liam G. McCarthy | 20,075,584 |
| 308,827 |
| 1,204,974 |
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R. Scott Trumbull | 20,143,051 |
| 241,360 |
| 1,204,974 |
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Heath A Mitts | 19,730,812 |
| 653,599 |
| 1,204,974 |
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Kathryn V. Roedel | 19,613,345 |
| 771,066 |
| 1,204,974 |
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Aziz S. Aghili | 20,099,262 |
| 285,149 |
| 1,204,974 |
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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The following table reflects the tabulation of the votes with respect to the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2019:
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Votes For | Votes Against | Abstained | Broker Non-Vote |
20,318,485 | 915,169 | 355,731 | — |
Proposal 3: Advisory Vote on Executive Compensation
The following table reflects the tabulation of the votes with respect to the approval of the advisory vote on executive compensation:
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Votes For | Votes Against | Abstained | Broker Non-Vote |
19,666,182 | 608,568 | 109,661 | 1,204,974 |
The information contained in this Form 8-K and the Exhibit annexed hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such filing.
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.
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COLUMBUS McKINNON CORPORATION |
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By: | /s/ Gregory P. Rustowicz |
Name: | Gregory P. Rustowicz |
Title: | Vice President Finance and Chief |
| Financial Officer (Principal Financial Officer) |
Dated: July 25, 2018