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): October 22, 2013

 

 

SPARTON CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Ohio   1-1000   38-1054690

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

425 N. Martingale Road Suite 2050

Schaumburg, Illinois

  60173-2213
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (800) 772-7866

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:

 

¨ 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.

On October 22, 2014, the Company held its 2014 Annual Meeting of shareholders. At the Annual Meeting, the shareholders voted on the following matters:

Proposal 1

Election of Directors

The six nominees for a term ending at the 2015 Annual Meeting received the following votes:

 

Name

   For      Against      Abstain      Broker Non-Votes  

James D. Fast

     7,489,860         230,750         7,794         1,500,742   

Joseph J. Hartnett

     7,516,842         171,318         40,244         1,500,742   

Charles R. Kummeth

     7,508,084         179,976         40,324         1,500,742   

David P. Molfenter

     7,447,712         240,248         40,444         1,500,742   

James R. Swartwout

     7,547,702         172,401         8,301         1,500,742   

Cary B. Wood

     7,504,505         183,655         40,244         1,500,742   

Proposal 2

Ratification of the Appointment of Independent Registered Public Accountants

The proposal to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2015 by an advisory vote received the following votes:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

7,985,670   420,373   823,103   0

Proposal 3

Advisory Vote on Named Executive Officer Compensation

The proposal to approve the Named Executive Officer compensation by an advisory vote received the following votes:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

7,499,306   30,676   196,922   1,502,242

Proposal 4

Vote to Approve Amendment to Company’s Amended and Restated Code of Regulations

The proposal to approve amendment to the Company’s Code of Regulations to designate the state and federal courts of Ohio as the sole and exclusive forum for actions against the Company, unless it consents in writing to an alternative arrangement, received the following votes:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

4,046,577   3,667,183   9,444   1,505,942


Proposal 5

Re-approval of Material Terms of the 2010 Long-Term Stock Incentive Plan

The proposal to approve the Sparton Corporation 2010 Long-Term Stock Incentive Plan received the following votes:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

7,521,585   177,940   27,379   1,502,242


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.

 

  SPARTON CORPORATION
Dated: October 24, 2014   By:  

/s/ Cary B. Wood

   

Cary B. Wood, President and

Chief Executive Officer