8-K
Sifco Industries Inc (SIF)
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) – January 30, 2020
SIFCO Industries, Inc.
(Exact name of registrant as specified in its charter)
| Ohio | 1-5978 | 34-0553950 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 970 East 64th Street, Cleveland Ohio | 44103 | |
| (Address of principal executive offices) | (ZIP Code) |
Registrant’s telephone number, including area code: (216) 881-8600
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| --- | --- | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | |
| o | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| o | Emerging growth company |
|---|---|
| o | 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. |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares | SIF | NYSE American |
Item 5.02 Departure of Directors or Principal Officers, Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.
At the Annual Meeting of shareholders held on January 30, 2020, the shareholders of SIFCO Industries, Inc. (the “Company”), approved an amendment (the “Amendment”) to the SIFCO Industries, Inc. 2007 Long-Term Incentive Plan (Amended and Restated as of November 16, 2016) (the “Amended and Restated LTIP”).
The Amendment increased the number of shares available for award under the Amended and Restated LTIP by 550,000 shares for a total of 1,196,401 shares.
The Amendment and the Amended and Restated LTIP is described in the Company’s proxy statement in connection with the 2020 Annual Meeting. The summary of the Amendment above does not purport to be complete and is qualified in its entirety by reference to the Amendment listed as Exhibit 10.1 hereto and filed with the Securities and Exchange Commission as Exhibit A to the Company’s Definitive Proxy Statement dated December 16, 2019 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 30, 2020, the Company held its Annual Meeting of Shareholders. The following matters set forth in our definitive proxy statement on Schedule 14A dated December 16, 2019 and filed with the Securities and Exchange Commission were voted on at our Annual Meeting of Shareholders and the results of such voting are indicated below.
| 1. | The seven nominees listed below were elected as directors of the Company, each to serve on the Board of Directors until the Company’s Annual Meeting in 2021, with the respective votes set forth opposite their names: | ||
|---|---|---|---|
| Directors | For | Withhold | Broker Non-Votes |
| --- | --- | --- | --- |
| Jeffrey P. Gotschall | 4,026,059 | 298,411 | 798,051 |
| Peter W. Knapper | 4,016,513 | 307,957 | 798,051 |
| Donald C. Molten Jr. | 3,703,401 | 621,069 | 798,051 |
| Alayne L. Reitman | 3,717,983 | 606,487 | 798,051 |
| Mark J. Silk | 3,723,005 | 601,465 | 798,051 |
| Hudson D. Smith | 4,053,695 | 270,775 | 798,051 |
| Norman E. Wells, Jr. | 3,707,341 | 617,129 | 798,051 |
| 2. | Ratify the designation of Grant Thornton LLP as the independent registered public accounting firm for the year ending September 30, 2020. Voting results are as follows: | ||
| --- | --- | ||
| For | 5,049,608 | ||
| --- | --- | ||
| Against | 47,263 | ||
| Abstain | 25,650 | ||
| 3. | To cast a non-binding advisory vote on executive compensation (say-on-pay). Voting results on this proposal were as follows: | ||
| --- | --- | ||
| For | 3,991,195 | ||
| --- | --- | ||
| Against | 291,852 | ||
| Abstain | 41,423 | ||
| Broker Non-Votes | 798,051 | ||
| 4. | To cast a vote on the frequency for holding the non-binding vote on say-on-pay (every year, every two years or every three years). Voting results on this proposal were as follows: | ||
| --- | --- |
| For One Year | 620,651 |
|---|---|
| For Two Years | 1,314,138 |
| For Three Years | 2,329,879 |
| Abstain | 59,802 |
| Broker Non-Votes | 798,051 |
On January 30, 2020, after taking into consideration the shareholder vote cast on the frequency for holding the non-binding vote on say-on-pay and other factors, the Company’s Board of Directors determined that the Company will conduct advisory votes to approve the compensation of the Company’s executive officers every three years. Accordingly, the Company will include an advisory vote on executive compensation in its proxy materials every three years until the next shareholder vote on the frequency of such votes is held which will be no later than the Company’s 2026 Annual Meeting of the Shareholders.
| 5. | To cast a vote adopting an amendment to the SIFCO Industries, Inc. 2007 Long-Term Incentive Plan (Amended and Restated as of November 16, 2016). Voting results on this proposal were as follows: |
|---|---|
| For | 3,480,779 |
| --- | --- |
| Against | 652,999 |
| Abstain | 190,692 |
| Broker Non-Votes | 798,051 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
| SIFCO Industries, Inc. | |
|---|---|
| (Registrant) | |
| Date: February 4, 2020 | |
| /s/ Thomas R. Kubera | |
| Thomas R. Kubera | |
| Chief Financial Officer | |
| (Principal Financial Officer) |