Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - BELDEN INC. | beldenapprovesnewsharerepu.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 25, 2017
Belden Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
_____________________
Delaware | 001-12561 | 36-3601505 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1 North Brentwood Boulevard, 15th Floor
St. Louis, Missouri 63105
(Address of Principal Executive Offices, including Zip Code)
(314) 854-8000
(Registrant’s telephone number, including area code)
n/a
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
TABLE OF CONTENTS
Item 5.07 Submission of Matters to a Vote of Security Holders.
Item 8.01 Other Events.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Exhibit 99.1 News Release Dated May 25, 2017
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 25, 2017, the Company held its regular Annual Meeting of Stockholders. The stockholders considered four proposals. The results of the voting were as follows:
Proposal 1: Election of Nine Directors for a One-Year Term.
Shares Voted For | Shares Voted Against | Abstained | Broker Non-Votes | |
David Aldrich | 26,961,370 | 12,538,301 | 97,253 | 1,072,391 |
Lance C. Balk | 26,752,608 | 12,748,483 | 95,833 | 1,072,391 |
Steven W. Berglund | 26,961,740 | 12,537,930 | 97,254 | 1,072,391 |
Judy L. Brown | 26,974,201 | 12,526,890 | 95,833 | 1,072,391 |
Bryan C. Cressey | 24,890,428 | 14,610,662 | 95,834 | 1,072,391 |
Jonathan C. Klein | 25,774,838 | 13,726,253 | 95,833 | 1,072,391 |
George Minnich | 26,962,343 | 12,538,747 | 95,834 | 1,072,391 |
John M. Monter | 21,359,280 | 18,141,811 | 95,833 | 1,072,391 |
John S. Stroup | 25,487,777 | 14,013,514 | 95,633 | 1,072,391 |
Proposal 2: Ratification of Ernst & Young as Independent Registered Public Accountant.
For | Against | Abstain |
39,554,156 | 1,023,023 | 92,136 |
Proposal 3: Advisory Vote on Executive Compensation.
For | Against | Abstain | Broker Non-Votes |
38,513,677 | 972,008 | 111,239 | 1,072,391 |
Proposal 4: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation.
Every Year | Every Two Years | Every Three Years | Abstain |
34,105,483 | 6,378 | 5,389,883 | 95,180 |
After considering the results of the stockholder advisory vote on the frequency of future advisory votes on executive compensation, the Company has determined that it will hold an annual advisory vote on executive compensation
until the next required vote on the frequency of stockholder votes on executive compensation.
Item 8.01 Other Events
On May 25, 2017, the Company’s Board of Directors authorized a new share repurchase program (the “Repurchase Program”), pursuant to which the Company may repurchase , from time to time in private transactions, open market purchases, or other means up to an aggregate of $200 million of its common stock in accordance with applicable securities laws and other restrictions. The Company may limit or terminate the Repurchase Program at any time, but the authorization is of an open ended term.
A copy of the press release is attached to this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
99.1 News Release Dated May 25, 2017.
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.
BELDEN INC. | ||||||
Date: May 26, 2017 | By: | /s/ Brian E. Anderson | ||||
Brian E. Anderson | ||||||
Senior Vice President, Legal, General | ||||||
Counsel and Corporate Secretary | ||||||