UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
8-K
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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 22, 2014
MARINE
PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-16263
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58-2572419
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2801
Buford Highway NE, Suite 520, Atlanta, Georgia 30329
(Address of principal executive office) (zip code)
Registrant’s telephone number, including area code: (404) 321-7910
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. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 22, 2014, during the annual meeting of stockholders of Marine Products Corporation (the “Company”), the stockholders approved the 2014 Stock Incentive Plan. The material terms of the Agreement were previously reported in the Company’s Proxy Statement dated March 17, 2014 (the “Proxy Statement”), under the caption “Proposal 3: Approval of the 2014 Stock Incentive Plan.” The Agreement was filed as Appendix A to the Company’s proxy statement filed with the Securities and Exchange Commission on March 17, 2014.
The 2014 Stock Incentive Plan authorizes the Compensation Committee of the Board of Directors of the Company to grant to directors, officers and other key employees stock options and other equity compensation as more fully described and summarized in the Company’s Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2014 annual meeting of stockholders of the Company was held on April 22, 2014. At the annual meeting, the stockholders of the Company (i) elected three Class I nominees to the Board of Directors; (ii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014; (iii) held a vote to approve the 2014 Stock Incentive Plan; (iv) held a nonbinding vote on executive compensation; and (v) held a nonbinding vote regarding the frequency of voting on executive compensation.
The voting results for each proposal are as follows:
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1.
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To elect the three Class I nominees to the Board of Directors:
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For
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Withheld
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Broker
Non-Vote
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Class I nominees:
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R. Randall Rollins
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33,482,164 | 2,197,607 | 1,598,747 | |||
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Henry B. Tippie
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33,784,964 | 1,894,807 | 1,598,747 | |||
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James B. Williams
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34,732,764 | 947,007 | 1,598,747 |
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2.
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To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014:
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For
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Against
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Abstain
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| 37,222,817 | 49,740 | 5,961 |
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3.
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To approve the 2014 Stock Incentive Plan:
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For
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Against
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Abstain
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Broker
Non-Vote
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| 32,399,390 | 3,272,563 | 7,816 | 1,598,749 |
| -2- |
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4.
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To hold a non-binding vote on executive compensation:
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For
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Against
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Abstain
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Broker
Non-Vote
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| 32,055,767 | 385,911 | 3,238,091 | 1,598,749 |
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5.
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To hold a nonbinding vote regarding the frequency of voting on executive compensation:
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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-Vote
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| 3,240,439 | 24,510 | 29,178,171 | 3,236,650 | 1,598,748 |
Based on these results and consistent with the Company’s recommendation, the Board has determined that the Company will hold a non-binding advisory vote on executive compensation every three years.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description
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10.1
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2014 Stock Incentive Plan (incorporated by reference to Appendix A to the Registrant’s definitive Proxy Statement filed with the Securities and Exchange Commission on March 17, 2014).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Marine Products Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Marine Products Corporation. | |
| /s/ Ben M. Palmer | |
| Date: April 22, 2014 | Ben M. Palmer |
| Vice President, | |
| Chief Financial Officer and Treasurer |
| -3- |