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Section 1: 8-K (FORM 8-K)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 9, 2017

 

 

 

PERCEPTRON, INC.
(Exact name of registrant as specified in its charter)

 

 

 

Michigan

  0-20206   38-2381442
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)      Identification No.)

 

 

47827 Halyard Drive, Plymouth, MI                           48170-2461

(Address of principal executive offices)                   (Zip Code)

 

Registrant's telephone number, including area code                        (734) 414-6100       

 

  Not applicable  
(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 (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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.07.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

The Company’s 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”) was held on November 9, 2017 at the Company’s headquarters in Plymouth, Michigan. Of the 9,484,344 shares of the Company’s Common Stock issued, outstanding and entitled to vote at the 2017 Annual Meeting, a total of 8,820,733 shares (or approximately 93.00%) were represented in person or by proxy at the meeting. Set forth below are the final voting results for the proposals voted on at the 2017 Annual Meeting.

 

1.Election of seven nominees to the Company’s Board of Directors for a one-year term expiring at the 2018 Annual Meeting of Shareholders, or until their successors are duly elected and qualified:

 

Nominee For Number of Shares
Withheld
Broker Non-Votes
John F. Bryant 6,881,356 115,269 1,824,108
W. Richard Marz 6,883,517 113,108 1,824,108
C. Richard Neely, Jr. 6,867,435 129,190 1,824,108
Robert S. Oswald 6,880,339 116,286 1,824,108
James A. Ratigan 6,750,080 246,545 1,824,108
Terryll R. Smith 6,748,052 248,573 1,824,108
William C. Taylor 6,868,606 128,019 1,824,108

 

As a result, each nominee was elected by the Company’s shareholders, as recommended by the Board of Directors.

 

2.Approval of an amendment to the 2004 Stock Incentive Plan and re-approve the Code Section 162(m) performance measures under such plan:

 

For Against Abstain Broker Non-Votes
6,635,677 313,918 47,030 1,824,108

 

As a result, an amendment to the 2004 Stock Incentive Plan was approved and the Code Section 162(m) performance measurements were reapproved by the shareholders, as recommended by the Board of Directors.

 

3.Approval of an advisory vote on executive compensation (“Say-on-Pay”):

 

For Against Abstain Broker Non-Votes
6,743,435 206,020 47,170 1,824,108

 

As a result, the non-binding resolution to approve the compensation of the Company’s named executive officers was approved by the shareholders on an advisory basis, as recommended by the Board of Directors.

 

4.Ratification of the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018:

 

For Against Abstain
8,778,316 18,843 23,574

 

As a result, the selection of BDO USA, LLP was ratified and approved by the Company’s shareholders, as recommended by the Board of Directors.

 

 

 

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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.

 

 

  PERCEPTRON, INC.  
     
Date:  November 14, 2017 /s/ David L. Watza  
  By: David L. Watza  
  Its: President, Chief Executive Officer and Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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