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): May 4, 2011
KAYDON CORPORATION
(Exact name of Registrant as Specified in Charter)
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Delaware
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1-11333
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13-3186040
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 4, 2011, Kaydon Corporation (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders voted on (1) the election of directors, (2) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011, (3) an advisory vote on executive compensation, and (4) an advisory vote on the frequency of an advisory vote on executive compensation. The results were as follows:
Proposal 1. Election of Directors
Each of the nominees for Director was an incumbent and all nominees were elected. The following table sets forth the results with respect to each nominee:
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Nominee
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For
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Withhold
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Broker Non-Votes
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Mark A. Alexander
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27,501,407 | 920,242 | 1,989,230 | ||||||||||||
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David A. Brandon
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9,032,907 | 19,388,742 | 1,989,230 | ||||||||||||
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Patrick P. Coyne
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27,501,130 | 920,519 | 1,989,230 | ||||||||||||
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William K. Gerber
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27,605,536 | 816,113 | 1,989,230 | ||||||||||||
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Timothy J. O’Donovan
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27,606,030 | 815,619 | 1,989,230 | ||||||||||||
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James O’Leary
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27,193,839 | 1,227,810 | 1,989,230 | ||||||||||||
Proposal 2. Ratification of Independent Registered Public Accountants
The stockholders ratified the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011 with the following votes:
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For
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Against
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Abstain
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| 29,153,975 | 1,232,067 | 24,837 |
Proposal 3. Advisory Vote on Executive Compensation
The stockholders approved, by non-binding vote, the compensation paid to the Company’s executive officers with the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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| 16,964,352 | 10,132,317 | 1,324,980 | 1,989,230 |
Proposal 4. Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation
The shareholders determined, by non-binding vote, that the advisory vote on the compensation paid to the executive officers of the Company should occur every year with the following votes:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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| 19,557,066 | 289,740 | 7,251,251 | 1,323,592 | 1,989,230 |
In accordance with the voting results on this advisory proposal, the Board of Directors of the Company has determined that the Company will hold an advisory vote on executive compensation annually.
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, thereunto duly authorized.
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Dated: May 6, 2011
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KAYDON CORPORATION
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By:
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/s/ Debra K. Crane
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Debra K. Crane
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Vice President, General Counsel and Secretary
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