UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 6, 2014
Hardinge Inc.
(Exact name of registrant as specified in its charter)
New York |
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000-15760 |
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16-0470200 |
(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
One Hardinge Drive, Elmira, NY 14902
(Address of principal executive offices) (Zip Code)
(607) 734-2281
(Registrants telephone number including area code)
Not Applicable
(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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material 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 5.07 Submission of Matters to a Vote of Security Holders.
On May 6, 2014, Hardinge Inc. (the Company) held its 2014 Annual Meeting of Shareholders (the Annual Meeting). The total number of shares of the Companys common stock, par value $0.01 per share, voted in person or by proxy at the Annual Meeting was 11,614,916, representing approximately 92.28% of the 12,586,352 shares outstanding and entitled to vote at the Annual Meeting. All non-advisory matters voted upon at the Annual Meeting were approved with the required votes. The Companys shareholders also voted on an advisory basis (i) in favor of the Companys executive compensation policies and practices; and (ii) in favor of holding the vote on the Companys executive compensation policies and practices every year. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of the abstentions and broker non-votes as to each such matter, where applicable, are set forth below:
Proposal 1 Election of Directors
The Companys shareholders elected two Class II Directors to each serve for a three-year term expiring at the 2017 Annual Meeting, or when their respective successors have been duly elected and qualified. The voting results were as follows:
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VOTES FOR |
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VOTES WITHHELD |
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BROKER NON-VOTES |
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J. Philip Hunter |
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6,516,469 |
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3,571,778 |
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1,526,669 |
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R. Tony Tripeny |
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8,214,741 |
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1,873,506 |
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1,526,669 |
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Proposal 2 Ratification of the Appointment of Independent Auditor
The Companys shareholders ratified the appointment of Ernst & Young LLP as the Companys independent auditor for the fiscal year ending December 31, 2014. The voting results were as follows:
VOTES FOR |
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VOTES AGAINST |
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ABSTENTIONS |
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11,306,864 |
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229,132 |
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78,920 |
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Proposal 3 Approval of Amended and Restated 2011 Incentive Stock Plan
The Companys shareholders approved the Hardinge Inc. Amended and Restated 2011 Incentive Stock Plan. The voting results were as follows:
VOTES FOR |
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VOTES AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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8,764,291 |
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1,239,499 |
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84,457 |
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1,526,669 |
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Proposal 4 Advisory Vote on Executive Compensation
The Companys shareholders voted on an advisory basis in favor of the Companys executive compensation policies and practices. The voting results were as follows:
VOTES FOR |
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VOTES AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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9,729,589 |
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194,776 |
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163,882 |
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1,526,669 |
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Proposal 5 Advisory Vote on Frequency of Vote on Executive Compensation
The Companys shareholders voted on an advisory basis in favor of holding the vote on the Companys executive compensation policies and practices every year. The voting results were as follows:
1 YEAR |
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2 YEARS |
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3 YEARS |
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ABSTENTIONS |
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BROKER NON-VOTES |
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7,780,558 |
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63,893 |
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1,913,048 |
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269,034 |
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1,526,669 |
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Consistent with the results of the advisory vote by the Companys shareholders on Proposal 5, the Companys Board of Directors has determined that future shareholder advisory votes on the Companys executive compensation policies and practices will be held every year. The Companys Board of Directors will re-evaluate this determination in connection with its next shareholder advisory vote regarding the frequency of future advisory votes on executive compensation.
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.
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Hardinge Inc. |
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(Registrant) |
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Date: May 12, 2014 |
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/s/ Douglas J. Malone |
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Douglas J. Malone |
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Vice President and Chief Financial Officer |