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 16, 2012
Universal Stainless & Alloy Products, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-25032 | 25-1724540 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 600 Mayer Street, Bridgeville, Pennsylvania | 15017 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: (412) 257-7600
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.):
| ¨ | 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 May 16, 2012, Universal Stainless & Alloy Products, Inc. (the “Company”) held its annual meeting of stockholders. Below are the voting results for each matter submitted for a vote of the Company’s stockholders at the annual meeting:
| 1. | Election of Directors: |
| NAME |
FOR | WITHHELD | BROKER NON-VOTES |
|||||||||
| Dennis M. Oates |
5,830,968 | 350,727 | 296,911 | |||||||||
| Christopher L. Ayers |
5,568,114 | 613,581 | 296,911 | |||||||||
| Douglas M. Dunn |
5,774,604 | 407,091 | 296,911 | |||||||||
| M. David Kornblatt |
5,973,864 | 207,831 | 296,911 | |||||||||
| Udi Toledano |
5,774,821 | 406,874 | 296,911 | |||||||||
| 2. | Advisory, non-binding resolution to approve the compensation of the Company’s named executive officers: |
| FOR |
AGAINST | ABSTESTIONS | BROKER NON-VOTES | |||
| 5,993,376 | 186,615 | 1,704 | 296,911 |
| 3. | Approval to amend the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 10,000,000 to 30,000,000. |
| FOR |
AGAINST | ABSTESTIONS | BROKER NON-VOTES | |||
| 2,641,759 | 3,538,196 | 1,740 | 296,911 |
| 4. | Approval of the Company’s Omnibus Incentive Plan. |
| FOR |
AGAINST | ABSTESTIONS | BROKER NON-VOTES | |||
| 4,427,679 | 1,737,272 | 16,744 | 296,911 |
| 5. | Approval to amend the Company’s existing Employee Stock Purchase Plan to increase the number of shares reserved for issuance under the plan by 50,000 shares. |
| FOR |
AGAINST | ABSTESTIONS | BROKER NON-VOTES | |||
| 6,061,127 | 118,584 | 1,984 | 296,911 |
| 6. | Ratification of the appointment of Schneider Downs & Co., Inc. as the Company’s independent registered public accountants for 2012: |
| FOR |
AGAINST | ABSTESTIONS | ||
| 6,193,620 | 270,005 | 14,981 |
SIGNATURE
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.
| UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. | ||
| By: | /s/ Paul A. McGrath | |
| Vice President of Administration, | ||
| General Counsel and Secretary | ||
Dated: May 22, 2012