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EX-10.1 - EX-10.1 - HAYNES INTERNATIONAL INCa16-5933_1ex10d1.htm

 

 

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): March 1, 2016

 

HAYNES INTERNATIONAL, INC.

(Exact name of registrant as specified in
its charter)

 

Delaware

 

001-33288

 

06-1185400

(State or other
jurisdiction of
incorporation or
organization)

 

(Commission File
Number)

 

(I.R.S. Employer
Identification No.)

 

1020 West Park Avenue
Kokomo, Indiana

 

46904-9013

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (765) 456-6000

 

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

 

o                          Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12)

 

o                          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

 

o                          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

 

 

 



 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 15, 2016, upon recommendation of the Compensation Committee of the Board of Directors of Haynes International, Inc. (the “Company”) , the Board of Directors of the Company approved the Haynes International, Inc. 2016 Incentive Compensation Plan (the “2016 Plan”), and submittal of the 2016 Plan to the stockholders for their consideration and approval. On March 1, 2016, at the Company’s 2016 annual meeting of stockholders, the stockholders of the Company approved the 2016 Plan. The terms and conditions of the 2016 Plan are described on pages 41 through 48 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 28, 2016. This description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Plan, which was filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, is filed as an exhibit to this report, and is incorporated herein by reference.

 

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

 

On March 1, 2016, the Company held its annual meeting of stockholders.  The following is a summary of the matters voted on at the meeting:

 

1.              The seven nominees for director were elected to serve for a one-year term:

 

Nominee

 

For

 

Against/Withheld

 

Non-Vote

 

Donald C Campion

 

11,710,518

 

180,694

 

208,016

 

Mark M Comerford

 

11,758,761

 

132,756

 

208,016

 

John C Corey

 

11,710,736

 

180,656

 

208,016

 

Robert H Getz

 

11,763,206

 

111,965

 

208,016

 

Timothy J McCarthy

 

11,706,543

 

179,562

 

208,016

 

Michael L Shor

 

11,761,611

 

113,460

 

208,016

 

William P Wall

 

11,688,096

 

181,787

 

208,016

 

 

2.              The appointment of Deloitte & Touche, LLP as the Company’s independent auditor for the fiscal year ending September 30, 2016 was ratified by the following stockholder vote:

 

For

 

Against/Withhold

 

Abstain

 

Non-Vote

 

11,952,745

 

149,972

 

2,102

 

0

 

 

3.              On the advisory vote to approve the compensation of the Company’s Named Executive Officers, the stockholders voted as follows:

 

For

 

Against/Withhold

 

Abstain

 

Non-Vote

 

11,738,357

 

151,533

 

2,113

 

208,016

 

 

4.              On approval of the Haynes International, Inc. 2016 Incentive Compensation Plan, the stockholders voted as follows:

 

For

 

Against/Withhold

 

Abstain

 

Non-vote

 

11,118,221

 

770,903

 

2,879

 

208,016

 

 

2



 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit 
Number

 

Description

 

 

 

10.1

 

Haynes International, Inc. 2016 Incentive Compensation Plan

 

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.

 

 

Haynes International, Inc.

 

 

 

 

Date: March 7, 2016

By:

/s/ Janice Gunst

 

Janice Gunst

 

Vice President – General Counsel

 

Exhibit Index

 

Exhibit 
Number

 

Description

 

 

 

10.1

 

Haynes International, Inc. 2016 Incentive Compensation Plan

 

3