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 24, 2014

LINCOLN ELECTRIC HOLDINGS, INC.

(Exact name of registrant as specified in charter)

22801 St. Clair Avenue

Cleveland, Ohio 44117

(Address of principal executive offices) (Zip Code)

(216) 481-8100

(Registrant's telephone number, including area code)

Not applicable

(Former name and 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:

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 24, 2014, the shareholders of Lincoln Electric Holdings, Inc. (the “Company”) approved amendments to Article III of the Company’s Amended and Restated Code of Regulations (the “Regulations”) to eliminate the classified structure of the Company’s Board of Directors (the “Board”). The declassification of the Board will be phased in starting with the 2015 Annual Meeting of Shareholders so that directors up for election in 2015 will be elected to a one-year term (as opposed to a three-year term). As a result, beginning with the 2016 Annual Meeting, a majority of the Board will stand for election annually, and, beginning with the 2017 Annual Meeting, all directors will stand for election annually.

Attached hereto as Exhibit 3.1 is a copy of the Amended and Restated Code of Regulations, as amended on November 3, 2009 and April 24, 2014, which is incorporated into this Item 5.03 by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2014 Annual Meeting of Shareholders of the Company was held on Thursday, April 24, 2014 at the Marriott Cleveland East, 26300 Harvard Road, Warrensville Heights, Ohio.

The final results of voting on each of the matters submitted for a vote of security holders at the 2014 Annual Meeting are as follows:

1. Shareholders elected five directors, each to hold office until the 2017 Annual Meeting of Shareholders and until their successors are duly elected and qualified, as set forth below.

2. Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2014, as set forth below.

3. Shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as set forth below.

4. Shareholders approved amendments to Article III of our Amended and Restated Code of Regulations to declassify our board of directors, as set forth below.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

LINCOLN ELECTRIC HOLDINGS, INC.

INDEX TO EXHIBITS