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 1, 2017
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 1, 2017, Orchids Paper Products Company (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). At the Annual Meeting, the stockholders of the Company: (1) elected seven directors for one-year terms; (2) approved, by advisory vote, our executive compensation, (3) ratified the appointment of HoganTaylor LLP as the Company’s independent registered public accounting firm, (4) approved the amendment and restatement of the Company’s annual cash bonus plan, and (5) recommended, by advisory vote, that future advisory votes on executive compensation be obtained in one year. 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 23, 2017.
On March 6, 2017, the record date for the Annual Meeting, 10,302,891 shares of the Company’s Common Stock were issued and outstanding, of which 9,385,334 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 2018 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 | 5,153,635 | 359,603 | 3,835,244 | ||||
| Mario Armando Garcia | 3,158,626 | 2,354,938 | 3,835,244 | ||||
| John C. Guttilla | 5,163,947 | 348,022 | 3,835,245 | ||||
| Douglas E. Hailey | 5,253,653 | 258,124 | 3,835,244 | ||||
| Elaine MacDonald | 5,218,059 | 295,943 | 3,835,244 | ||||
| Mark H. Ravich | 5,197,227 | 317,077 | 3,835,244 | ||||
| Jeffrey S. Schoen | 5,182,605 | 331,328 | 3,835,242 |
2. Approval, by Advisory Vote, of Executive Compensation. The Company’s executive compensation was approved, with the voting results as follows:
|
Votes FOR |
Votes AGAINST |
Abstentions |
Broker Non-Votes |
||||
| 5,041,956 | 411,514 | 96,614 | 3,835,250 |
3. Ratification of HoganTaylor LLP. The appointment of HoganTaylor LLP as the Company’s independent registered public accounting firm for the fiscal year 2017 was ratified, with the voting results as follows:
|
Votes FOR |
Votes AGAINST |
Abstentions |
Broker Non-Votes |
||||
| 9,069,604 | 253,786 | 61,944 | — |
4. Approval of the amendment and restatement of the Company’s annual cash bonus plan. The amendment and restatement of the Company’s annual cash bonus plan to permit the payment of bonus awards in cash or equity in the Company’s discretion was approved, with the voting results as follows:
|
Votes FOR |
Votes AGAINST |
Abstentions |
Broker Non-Votes |
||||
| 4,970,098 | 494,111 | 85,876 | 3,835,249 |
5. Recommend, by advisory vote, the frequency of future advisory votes on executive compensation. The recommendation of one year for the frequency of future advisory votes on executive compensation has been approved by advisory vote, with the voting results as follows:
|
One Year |
Two Years | Three Years | Abstentions |
Broker Non-Votes |
| ||||
| 2,837,440 | 106,997 | 2,543,834 | 61,807 | 3,835,256 |
| 2 |
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 3, 2017 | By: | /s/ Rodney D. Gloss |
| Rodney D. Gloss | ||
| Chief Financial Officer | ||
| 3 |