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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):  February 16, 2017





 

 



LANDAUER, INC.

 



(Exact Name of Registrant as Specified in its Charter)

 





 

 

Delaware

1-9788

06-1218089

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

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





 

2 Science Road, Glenwood, Illinois

60425

(Address of Principal Executive Offices)

(Zip Code)





(708) 755-7000

(Registrant's 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 (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



The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on February 16, 2017.  The Company’s stockholders voted on the following four proposals at the Annual Meeting.



Proposal One:



The stockholders voted to elect Jeffrey A. Bailey, William G. Dempsey, Teri G. Fontenot, Michael P. Kaminski, Michael T. Leatherman, David E. Meador, Frank B. Modruson and Jeffrey A. Strong as directors, each to serve for a term of one year expiring at the 2018 Annual Meeting.  The votes for each were as follows:



Michael T. Leatherman

 

 

 

 

 

 

 

 

Director

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Jeffrey A. Bailey

 

8,135,188

 

44,513

 

5,091

 

746,029

William G. Dempsey                     

 

8,124,580

 

42,277

 

17,935

 

746,029

Teri G. Fontenot

 

8,136,359

 

43,363

 

5,070

 

746,029

Michael P. Kaminski

 

8,133,609

 

45,791

 

5,392

 

746,029

Michael T. Leatherman

 

8,113,388

 

55,530

 

15,874

 

746,029

David E. Meador

 

8,122,347

 

57,354

 

5,091

 

746,029

Frank B. Modruson

 

7,817,439

 

362,162

 

5,191

 

746,029

Jeffrey A. Strong

 

8,119,561

 

59,840

 

5,391

 

746,029



Directors who continued in office for the current year were Stephen C. Mitchell and Thomas M. White. Additionally, as previously disclosed, upon Mr. Dempsey’s re-election as a director at the Annual Meeting, he became the non-executive Chairman of the Board of Directors  of the Company.



Proposal Two:



The Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2017.  The votes were cast as follows:





 

 

 

 

For

 

Against

 

Abstain

8,908,333

 

16,062

 

6,426




 

Proposal Three:



The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders.  The votes were cast as follows:



,535,

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

8,028,175

 

108,565

 

48,052

 

746,029



Proposal Four:



The Company’s stockholders approved, on a non-binding advisory basis, 1 Year as the frequency of the advisory vote regarding the compensation of the Company’s named executive officers.  The votes were cast as follows:



,535,

 

 

 

 

 

 

1 Year

 

2 Years

 

3 Years

 

Abstain

6,443,396

 

53,169

 

1,675,131

 

13,096



Based on these results, the Company will continue to hold an annual advisory vote on the compensation of the named executive officers until the next required vote on the frequency of stockholder votes on the compensation of executives.





 

Item 8.01

Other Events



On February 16, 2017, the Board declared a regular quarterly cash dividend of $0.275 per share.  The dividend will be paid on April 4, 2017, to shareholders of record on March 17, 2017.  A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form

8-K.







 

Item 9.01

Financial Statements and Exhibits



(d) Exhibits.





6

 

 

EXHIBIT NUMBER

 

DESCRIPTION



 

 

99.1

 

Press Release dated February 21, 2017




 

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.





 

 

 

LANDAUER, INC.

 

 

 

 

February 23, 2017

By:

/s/ Daniel J. Fujii



 

Daniel J. Fujii

 

 

Chief Financial Officer




 

Exhibit Index



 

 

No.

 

Description



 

 

99.1

 

Press Release dated February 21, 2017