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EX-10.1 - EX-10.1 - EDAC TECHNOLOGIES CORP | c64408exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 27, 2011
EDAC TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Charter)
Wisconsin | 001-33507 | 39-1515599 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) |
1806 New Britain Avenue, Farmington, CT 06032
(Address of Principal Executive Offices) (Zip Code)
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: 860-677-2603
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(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:
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))
Section 5Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2011, EDAC Technologies Corporation held its 2011 Annual Meeting of Shareholders.
Shareholders submitting votes for the meeting approved the EDAC Technologies Corporation 2011
Equity Incentive Plan (the Plan). The Companys Board of Directors had previously adopted the
Plan on March 8, 2011, subject to the approval of the Companys shareholders. The Company has
reserved 200,000 shares of common stock for issuance under the Plan. A more detailed description
of the terms of the Plan can be found in the Companys definitive Proxy Statement on Schedule 14A,
in the section of the Proxy Statement entitled Proposal No. 2 Approval of the EDAC Technologies
Corporation 2011 Equity Incentive Plan, which was filed with the Securities and Exchange
Commission on March 16, 2011, and is incorporated by reference herein. The foregoing summary and
the summary incorporated by reference from the Proxy Statement are qualified in their entirety by
the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
hereby incorporated by reference. The Plan became effective on April 27, 2011, upon approval by
shareholders.
Item 5.07 Submission of Matters to a Vote of Security Holders.
EDAC Technologies Corporation (the Corporation) held its 2011 Annual Meeting of Shareholders on
April 27, 2011 (the Annual Meeting). As of March 2, 2011, the record date for the meeting,
4,924,469 shares of the Corporations Common Stock were issued and outstanding. A quorum of
4,447,242 shares of Common Stock were present or represented at the meeting. At the Annual
Meeting, three proposals were submitted to, and approved by, the Corporations shareholders. The
proposals are described in more detail in the Corporations definitive proxy statement dated March
21, 2011 for the Annual Meeting. The final voting results are as follows:
Proposal No. 1
The Corporations shareholders elected the following seven directors to serve until the next
succeeding annual meeting of shareholders and until their respective successors are duly elected.
The voting results are set forth below:
For | Authority Withheld | Broker Non-Vote | ||||||||||
Lee K. Barba |
2,616,898 | 192,415 | 1,637,929 | |||||||||
Joseph Lebel |
2,617,707 | 191,606 | 1,637,929 | |||||||||
Dominick A. Pagano |
2,680,116 | 129,197 | 1,637,929 | |||||||||
John A. Rolls |
2,677,086 | 132,227 | 1,637,929 | |||||||||
Christopher R. Sansone |
2,653,554 | 155,759 | 1,637,929 | |||||||||
Ross C. Towne |
2,671,646 | 137,667 | 1,637,929 | |||||||||
Daniel C. Tracy |
2,556,837 | 252,476 | 1,637,929 |
Proposal No. 2
The Corporations shareholders approved the EDAC Technologies Corporation 2011 Equity
Incentive Plan. The voting results are set forth below:
For | Against | Abstained | Broker Non-Vote | |||
2,491,595
|
235,874 | 81,844 | 1,637,929 |
Proposal No. 3
The Corporations shareholders ratified the appointment of CCR LLP as the Corporations
independent auditors for the fiscal year ending December 31, 2011. The voting results are set
forth below:
For | Against | Abstained | Broker Non-Vote | |||
4,344,889 | 30,075 | 72,278 | |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following Exhibit is included herewith:
Exhibit | ||
Number | Exhibit Description | |
10.1
|
EDAC Technologies Corporation 2011 Equity Incentive Plan |
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.
EDAC TECHNOLOGIES CORPORATION |
||||
Date: April 29, 2011 | By: | /s/ Glenn L. Purple | ||
Vice President-Finance and Chief | ||||
Financial Officer |
EXHIBIT INDEX
Exhibit | ||
Number | Exhibit Description | |
10.1
|
EDAC Technologies Corporation 2011 Equity Incentive Plan |