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EX-99.1 - EXHIBIT 99.1 - PMFG, Inc. | c24906exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 2011 (November 17, 2011)
PMFG, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-34156 | 51-0661574 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
14651 North Dallas Parkway, Suite 500 Dallas, Texas |
75254 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (214) 357-6181
(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)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amendment to 2007 Stock Incentive Plan
On November 17, 2011, PMFG, Inc. (the Company) amended the Companys 2007 Stock Incentive Plan
(the Plan) to revise the definition of Change in Control in Section 10(a) of the Plan to
exclude beneficial ownership of the Companys voting securities reported on Schedule 13G under the
Securities Exchange Act of 1934. The Companys outstanding restricted stock awards provide for the
acceleration of vesting upon a Change in Control under the Plan. The amendment to the Plan will be
effective for all future awards. The foregoing description of the amendment to the Plan is not
complete and is qualified in its entirety by reference to the full text of the amendment, a copy of
which is filed as Exhibit 99.1 and incorporated herein by reference.
Acceleration of Vesting of Restricted Stock Awards
As described above, the outstanding awards of restricted stock under the Plan provide for
acceleration of vesting upon a Change in Control. On October 11, 2011, NSB Advisors filed a
Schedule 13G reporting the beneficial ownership of 68.7% of the Companys common stock. The
reported acquisition by NSB Advisors constituted a Change in Control for purposes of all awards
granted prior to the amendment to the Plan described above. As a result, all outstanding
restricted stock awards have vested.
The Company accounts for stock-based compensation in accordance with the requirements of ASC Topic
718, which requires all restricted stock awards to be expensed for financial accounting purposes.
Generally, the expensing of restricted stock awards is amortized over the vesting period of the
award. The stock-based compensation expense related to the Change in Control resulting from the
Schedule 13G of NSB Advisors will be approximately
$1.2 million, net of related tax benefit, in the fiscal quarter ending
December 31, 2011.
Although the acquisition reported by NSB Advisors met the definition of Change in Control under the
Plan, NSB Advisors reported in its Schedule 13G filing that it does not have voting power over the
Companys common stock that it beneficially owns and further certified that it has acquired such
securities in the ordinary course of its business and not with the purpose or effect of changing or
influencing the control of the Company. Accordingly, the Board of Directors of the Company
determined that a change in control has not occurred.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2011 Annual Meeting of Stockholders of PMFG, Inc. (the Company) was held on November 17,
2011 (the Annual Meeting) at 9:00 a.m. central standard time. At the Annual Meeting, the
Companys stockholders (1) elected two directors to serve until the 2014 Annual Meeting of
Stockholders, (ii) conducted an advisory vote on the Companys executive compensation program,
(iii) conducted an advisory vote on the frequency of future advisory votes on executive
compensation, and (iv) ratified Grant Thornton, LLP as the Companys independent registered public
accounting firm for fiscal year 2012.
The
Companys Board of Directors intends to follow the one-year
approved cycle related to the frequency of future advisory votes on
executive compensation, which received the highest number of
stockholder votes, accordingly.
The matters acted upon at the Annual Meeting and the voting tabulation for each matter are as
follows:
Proposal No. 1: Election of Directors
Broker | ||||||||||||||||
Nominee | Votes For | Votes Against | Abstentions | Non-Votes | ||||||||||||
Robert McCashin |
8,723,934 | 37,809 | | 1,161,241 | ||||||||||||
Howard G. Westerman |
8,724,934 | 36,809 | | 1,161,241 |
Proposal No. 2 Advisory Vote on the Companys Executive Compensation Program
Broker | ||||||||||||||||
Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||||
Advisory Vote on
the Companys
Executive
Compensation
Program |
8,028,618 | 386,563 | 346,562 | 1,161,241 |
Proposal
No. 3 Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
Votes For | Votes for | |||||||||||||||||||
One Year | Votes For Two | Three Years | Broker | |||||||||||||||||
Option | Years Option | Option | Abstentions | Non-Votes | ||||||||||||||||
Advisory Vote on
the Frequency of
Future Advisory
Votes on Executive
Compensation |
7,916,570 | 87,435 | 429,499 | 328,239 | 1,161,241 |
Proposal No. 4 Ratification of Independent Accountants
Broker | ||||||||||||||||
Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||||
Ratification of
Grant Thornton, LLP
as the Companys
independent
registered public
accounting firm for
the 2012 fiscal
year |
9,770,969 | 102,577 | 49,438 | 0 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit | Description | |||
99.1 | Amendment No. 1 to PMFG, Inc. 2007 Stock Incentive Plan, dated November 17, 2011 |
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.
PMFG, INC. |
||||
By: | /s/ Melissa G. Beare | |||
Melissa G. Beare | ||||
Vice President, General Counsel and Corporate Secretary |
||||
Date:
November 18, 2011