RBC 8-K
RBC Bearings INC (RBC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report: September 7, 2023 (Date of earliest
event reported:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
N/A
(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):
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Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | |
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Preferred Stock, par value $0.01 per share |
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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. ☐
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s annual meeting of stockholders held on September 7, 2023, the stockholders (1) elected both of the Company’s nominees for director, (2) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024, (3) approved, on an advisory basis, the frequency of the advisory vote on compensation paid to the Company’s named executive officers to be held every year, and (4) approved, on an advisory basis, the compensation paid to the Company's named executive officers.
Shares were voted on these proposals as follows:
Proposal 1. The election of two directors in Class III to serve a term of three years:
| Nominees | For | Against | Withheld | Broker Non-Vote | ||||||||||||
| Dr. Michael J. Hartnett | 26,487,475 | 856,355 | 4,601 | 445,205 | ||||||||||||
| Dolores J. Ennico | 14,321,619 | 13,017,741 | 9,071 | 445,205 | ||||||||||||
Proposal 2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 27,377,868 | 414,744 | 1,024 | 0 |
Proposal 3. The approval, on an advisory basis, of the frequency of holding a stockholder advisory vote on the Company’s named executive officer compensation.
| 1 year | 2 years | 3 years | Abstain | |||||||||||
| 27,010,477 | 2,024 | 335,400 | 530 | |||||||||||
Proposal 4. The approval, on an advisory basis, of the compensation paid to the Company's named executive officers:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 14,801,089 | 12,153,147 | 394,195 | 445,205 |
SIGNATURES
According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: September 7, 2023
| RBC BEARINGS INCORPORATED | ||
| By: | /s/ John J. Feeney | |
| Name: John J. Feeney | ||
| Title: Vice President, General Counsel & Secretary | ||