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): May 4, 2015

 

ORCHIDS PAPER PRODUCTS COMPANY

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-32563

 

23-2956944

(State or Other Jurisdiction of

 

(Commission

 

(IRS Employer

Incorporation)

 

File Number)

 

Identification Number)

 

4826 Hunt Street

Pryor, Oklahoma 74361

(Address of Principal Executive Offices)

 

(918) 825-0616

(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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

          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 4, 2015, Orchids Paper Products Company (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”).  At the Annual Meeting, the stockholders of the Company: (i) elected seven directors; (ii) approved the Company’s Annual Bonus Plan, including the performance measures specified in the plan for purposes of Section 162(m) of the Internal Revenue Code; and (iii) ratified the Audit Committee’s selection of HoganTaylor LLP as the Company’s independent registered public accounting firm for the fiscal year 2015. The proposals are described in detail in the Company’s Definitive Proxy Statement (“Proxy Statement”) that was filed with the Securities and Exchange Commission on March 24, 2015.

 

On March 16, 2015, the record date for the Annual Meeting, 8,756,891 shares of the Company’s Common Stock were issued and outstanding, of which 7,894,605 were present at the Annual Meeting for purposes of establishing a quorum. The final voting results on the proposals considered at the Annual Meeting are set forth below.

 

1.                                                Election of Directors. Each of the nominees for director, as listed in the Proxy Statement, was elected to serve until the conclusion of the Company’s 2016 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified, with the voting results as follows:

 

Name

 

Votes

FOR

 

Votes

WITHHELD

 

Broker

Non-Votes

 

Steven R. Berlin

 

5,089,539

 

413,843

 

2,391,223

 

Mario Armando Garcia

 

5,121,459

 

381,923

 

2,391,223

 

John C. Guttilla

 

5,071,735

 

431,647

 

2,391,223

 

Douglas E. Hailey

 

5,088,828

 

414,554

 

2,391,223

 

Elaine MacDonald

 

5,117,708

 

385,674

 

2,391,223

 

Mark H. Ravich

 

5,090,005

 

413,377

 

2,391,223

 

Jeffrey S. Schoen

 

5,084,191

 

398,714

 

2,411,700

 

 

2.                                                Approval of the Annual Bonus Plan. The Company’s Annual Bonus Plan, including the performance measures specified in the plan for purposes of Section 162(m) of the Internal Revenue Code, which was filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K that was filed with the SEC on March 9, 2015 and is incorporated herein by reference, was approved, with the voting results as follows:

 

Votes

FOR

 

Votes

AGAINST

 

Abstentions

 

Broker

Non-Votes

 

5,006,031

 

426,459

 

70,884

 

2,391,231

 

 

3.                                             Ratification of HoganTaylor LLP. The Audit Committee’s appointment of HoganTaylor LLP as the Company’s independent registered public accounting firm for the fiscal year 2015 was ratified, with the voting results as follows:

 

Votes

FOR

 

Votes

AGAINST

 

Abstentions

 

Broker

Non-Votes

 

7,509,445

 

345,954

 

39,206

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)     Exhibits.   See the Exhibit Index which is hereby incorporated by reference.

 

 

 

 

 

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.

 

 

 

ORCHIDS PAPER PRODUCTS COMPANY

 

 

 

 

 

 

Date: May 7, 2015

By:

/s/ Keith R. Schroeder

 

 

Keith R. Schroeder

 

 

Chief Financial Officer

 

 

 

 

 

 

 

 

Exhibit Index

 

Exhibit

Description

 

 

10.1

Orchids Paper Products Company Annual Bonus Plan, incorporated by reference to Exhibit 10.11 to the Company’s Form 10-K (SEC Accession No. 0001437749-15-004472) filed with the SEC on March 9, 2015.