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): April 8, 2014
AEP INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-35117 | 22-1916107 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| 95 Chestnut Ridge Road, Montvale, New Jersey | 07645 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: (201) 641-6600
Former name or former address, if changed since last report: N/A
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 |
At the annual meeting of stockholders of AEP Industries Inc. (the “Company”) on April 8, 2014, stockholders elected the two Class A director nominees to the Company’s Board of Directors (the “Board”) to serve three-year terms, ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2014, and approved (on an advisory basis) the compensation of the Company’s named executive officers.
For Proposal 1, the two nominees receiving the most votes cast were elected as directors. Proposals 2 and 3 required the affirmative vote of the holders of a majority of shares entitled to vote and present at the meeting. The Proposals are described in detail in the Company’s definitive proxy statement filed on February 21, 2014 with the Securities and Exchange Commission.
The results of the voting are shown below.
Proposal 1—Election of Directors
| Class A Nominees |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Ira M. Belsky |
2,442,821 | 798,044 | 560,255 | |||
| John J. Powers |
2,386,380 | 854,485 | 560,255 |
Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm
| Votes For |
Votes Against |
Votes Abstain | ||
| 3,795,878 |
4,636 | 606 |
Proposal 3—Advisory Vote on Named Executive Officer Compensation
| Votes For |
Votes Against |
Votes Abstain |
Broker Non-Votes | |||
| 3,186,581 |
7,991 | 46,227 | 560,321 |
| Item 8.01. | Other Events. |
On April 8, 2014, the Company’s Board authorized an increase to the Company’s current stock repurchase program. The Board approved an increase to the February 2014 Stock Repurchase Program, which had approximately $9.1 million remaining available for repurchases, to $19.1 million (an increase of $10.0 million). Repurchases may be made in the open market, in privately negotiated transactions or by other means, from time to time, subject to market conditions, applicable legal requirements and other factors, including the limitations set forth in the Company’s debt covenants. The program does not obligate the Company to acquire any particular amount of common stock and the program may be suspended at any time at the Company’s discretion.
Also on April 8, 2014, the Board voted to decrease the size of the Board from nine to eight directors.
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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.
| AEP INDUSTRIES INC. | ||||||
| Date: April 11, 2014 | By: | /s/ LINDA N. GUERRERA | ||||
| Linda N. Guerrera | ||||||
| Vice President and Controller | ||||||
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