PALL CORP - FORM 8-K - December 11, 2014


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): December 10, 2014

 

PALL CORPORATION
(Exact name of registrant as specified in its charter)

            New York 001- 04311 11-1541330
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation) Identification No.)
 
25 Harbor Park Drive, Port Washington, NY 11050
(Address of principal executive offices) (Zip Code)

(516) 484-5400
(Registrant's telephone number, including area code)


 

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:

       c  

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
c

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
c

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
c

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Section 5 — Corporate Governance and Management

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

On December 10, 2014, Pall Corporation (the “Registrant”) held its Annual Meeting of Shareholders (the “Annual Meeting”). Holders of an aggregate of 106,854,490 shares of the Registrant’s common stock at the close of business on October 14, 2014 were entitled to vote at the Registrant’s Annual Meeting, of which 95,835,299 were present in person or represented by proxy. At the Annual Meeting, the Registrant’s shareholders voted as follows:

Proposal One: To elect the following individuals as directors for a term expiring on the date of the Registrant’s 2015 Annual Meeting of Shareholders, or at such time as their successors have been duly elected and qualified.

Name       For       Against       Abstain       Broker Non-Votes
Dr. Amy E. Alving   89,311,638   199,298   108,860   6,215,503
Robert B. Coutts 88,845,357 660,920 113,519 6,215,503
Mark E. Goldstein 88,854,385 650,684 114,727 6,215,503
Cheryl W. Grisé 88,768,708 732,924 118,164 6,215,503
Ronald L. Hoffman 88,852,690 652,487 114,619 6,215,503
Lawrence D. Kingsley 87,378,977 888,862 1,351,957 6,215,503
Dennis N. Longstreet 89,309,998 198,196 111,602 6,215,503
B. Craig Owens 89,394,140 113,995 111,661 6,215,503
Katharine L. Plourde 88,500,295 1,010,905 108,596 6,215,503
Edward Travaglianti 88,825,173 685,786 108,837 6,215,503
Bret W. Wise 89,392,782 114,975 112,039 6,215,503

The Registrant’s shareholders elected each of Messrs. Coutts, Goldstein, Hoffman, Kingsley, Longstreet, Owens, Travaglianti and Wise, Dr. Alving and Mses. Grisé and Plourde to serve as directors for a term expiring on the date of the Registrant’s 2015 Annual Meeting of Shareholders.

Proposal Two: The ratification of KPMG LLP as the Registrant’s independent registered public accounting firm for the fiscal year 2015.

        For       Against       Abstain
Total Shares Voted 95,175,956 529,536 129,807

The Registrant’s shareholders ratified the selection of KPMG LLP.

Proposal Three: The approval of an amendment to the Pall Corporation 2012 Stock Compensation Plan.

      For       Against       Abstain       Broker Non-Votes
Total Shares Voted 85,260,516 4,184,959 174,321 6,215,503

The Registrant’s shareholders approved the amendment to the Pall Corporation 2012 Stock Compensation Plan.

Proposal Four: The approval, on an advisory basis, of the compensation of the Registrant’s named executive officers.

        For       Against       Abstain       Broker Non-Votes
Total Shares Voted 86,269,301 3,064,306 286,189 6,215,503

The Registrant’s shareholders approved the compensation for its named executive officers.


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.

Pall Corporation
(Registrant)
 
December 11, 2014       By: /s/Roya Behnia  
Name:   Roya Behnia
Title: Senior Vice President, General Counsel and
  Corporate Secretary

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