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EX-10 - EXHIBIT 10.1 - AMERICAN LOCKER GROUP INCex10-1.htm

 

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 14, 2014

  

 

American Locker Group Incorporated

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-439

 

16-0338330

(State of

incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification Number)

 

 

2701 Regent Blvd., Suite 200

DFW Airport, Texas 75261

(Address of principal executive offices)

 

 

Registrant’s telephone number, including area code: (817) 329-1600

 

 

   

 

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act

Soliciting material pursuant to Rule 14a-12 of the Exchange Act

Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act

Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act

 

 
 

 

 

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

 

(e) As described in Item 5.07 below, American Locker Group Incorporated (the “Company”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2014. At the Annual Meeting, the Company’s stockholders approved the 2014 Stock Incentive Plan of American Locker Group Incorporated (the “Plan”). The Plan had previously been unanimously adopted by the Company’s Board of Directors, subject to stockholder approval at the Annual Meeting.

 

The Plan allows the Company to grant options to its employees and non-employee directors and 150,000 shares of common stock, $1.00 par value per share, have been reserved for issuance under the Plan. The Compensation Committee of the Company’s Board of Directors will determine the employee and non-employee directors who are eligible to participate in the Plan and receive awards, and approves grants for those employees and non-employee directors. Awards are subject to the terms, conditions and limitations as set forth in the Plan and as determined by the Compensation Committee.

 

A description of the material terms of the Plan is set forth in the Company’s definitive proxy statement (the “Proxy Statement”), filed with the Securities and Exchange Commission on April 14, 2014, under the heading “Proposal Three — Approval of 2014 Stock Incentive Plan of American Locker Group Incorporated,” which description is incorporated herein by reference. The description in the Proxy Statement and the description of the Plan contained herein are qualified in their entirety by reference to the complete terms and conditions of the Plan, which is attached hereto as Exhibit 10.1.

 

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

 

On May 14, 2014, the Company held its Annual Meeting of Stockholders. At the annual meeting, the Company’s stockholders voted upon three proposals. The proposals are described in detail in the Proxy Statement. A brief description and the final results of the votes for each proposal are set forth below.

 

1. The Company’s stockholders elected all seven director nominees to serve as members of the Company’s board of directors, each to serve until the Company’s 2015 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified.

 

Nominee for Director

 

For

   

Withheld

   

Broker Non-Votes

 

Craig R. Frank

    900,427       114,125       437,318  

John E. Harris

    797,896       216,656       437,318  

Graeme L. Jack

    705,445       309,107       437,318  

Anthony B. Johnston

    1,006,442       8,110       437,318  

Paul B. Luber

    808,349       206,203       437,318  

Mary A. Stanford

    896,962       117,590       437,318  

Allen D. Tilley

    903,934       110,618       437,318  

 

2. The Company’s stockholders ratified the appointment of Travis Wolff, LLP as independent auditors of the Company for the fiscal year ending December 31, 2014.

 

    For   Against   Abstain  
    1,435,747   708   15,415  

 

3. The Company’s stockholders approved the 2014 Stock Incentive Plan of American Locker Group Incorporated.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

569,368

 

331,237

 

113,947

 

437,318

 

 

Item 9.01     Financial Statements and Exhibits.

 

(d)     Exhibits

 

          10.1   2014 Stock Incentive Plan of American Locker Group Incorporated

 
 

 

 

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.

 

 

 

 

AMERICAN LOCKER GROUP INCORPORATED

   

Date: May 15, 2014

By:

/s/ STEPHEN P. SLAY

   

Stephen P. Slay

   

Chief Financial Officer