Attached files

file filename
EX-10.1 - EX-10.1 - LAYNE CHRISTENSEN COlayn-ex101_15.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): May 31, 2017

 

LAYNE CHRISTENSEN COMPANY

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

 

 

Delaware

 

001-34195

 

48-0920712

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1800 Hughes Landing Blvd, Suite 800

The Woodlands, Texas 77380

(Address of principal executive offices)

(281) 475-2600

(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:

 

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 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.

 


 

 

ITEM 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Company held its 2017 Annual Meeting of Stockholders on May 31, 2017. The stockholders considered and voted on five proposals submitted for stockholder vote, each of which is described in detail in the Proxy Statement. The following is a brief description of the matters voted on at the 2017 Annual Meeting and the final results of such voting.

Proposal No. 1. Election of seven directors—David A.B. Brown, Michael J. Caliel, J. Samuel Butler, Nelson Obus, Robert R. Gilmore, John T. Nesser III and Alan P. Krusi—to hold office for terms expiring at the 2018 annual meeting of stockholders.

Final Results: The stockholders elected David A.B. Brown, Michael J. Caliel, J. Samuel Butler, Nelson Obus, Robert R. Gilmore, John T. Nesser III and Alan P. Krusi as directors to hold office for terms expiring at the 2018 annual meeting of stockholders and until their successor is duly elected and qualified or until their earlier death, retirement, resignation or removal.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

For

 

  

Withheld
Authority

 

  

Broker
Non Votes

 

David A.B. Brown

  

 

12,549,194

  

  

 

1,666,073

  

  

 

2,132,218

  

Michael J. Caliel

  

 

13,490,828

  

  

 

   724,439

  

  

 

2,132,218

  

J. Samuel Butler

  

 

12,366,657

  

  

 

1,848,610

  

  

 

2,132,218

  

Nelson Obus

  

 

12,663,295

  

  

 

1,551,972

  

  

 

2,132,218

  

Robert R. Gilmore

  

 

12,667,851

  

  

 

1,547,416

  

  

 

2,132,218

  

John T. Nesser III

  

 

12,632,860

  

  

 

1,582,407

  

  

 

2,132,218

  

Alan P. Krusi

  

 

12,667,876

  

  

 

1,547,391

  

  

 

2,132,218

  

Proposal No. 2: Proposal to conduct an advisory vote to approve named executive officer compensation.

Final Results: The stockholders approved, on an advisory basis, the compensation of the named executive officers, as disclosed in the Proxy Statement.

 

 

 

 

 

 

 

 

 

 

  

For

  

Against

  

Abstain

  

Broker
Non Votes

Advisory vote on executive compensation:

  

12,437,912

  

1,748,803

  

28,552

  

2,132,218

Proposal No. 3: Proposal to conduct an advisory vote on the frequency of an advisory vote to approve named executive officer compensation.

Final Results:  The stockholders voted, on an advisory basis, to conduct an advisory vote on executive compensation annually.

 

 

 

 

 

 

 

 

 

Broker

Frequency of advisory vote

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Non Votes

on executive compensation:

12,666,718

 

45,705

 

1,473,044

 

29,800

 

2,132,218

Consistent with the stated preference of the Company's stockholders, the Company's Board of Directors determined that the Company will include an advisory vote on executive compensation in the Company's proxy materials once every year until such time as another advisory vote is held, in accordance with Section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, on the frequency of such non-binding advisory votes on executive compensation.


 


 

Proposal No. 4: Proposal to approve the Company’s 2006 Equity Incentive Plan (the “Plan”), as amended and restated effective May 31, 2017.

 

Final Results: The stockholders voted to approve the Plan.

 

 

 

 

 

 

 

 

 

 

  

For

  

Against

  

Abstain

  

Broker
Non Votes

2006 Equity Plan:

  

8,357,860

  

4,424,430

  

1,432,977

  

2,132,218

Proposal No. 5: Proposal to ratify the selection of the accounting firm of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending January 31, 2018.

Final Results: The stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal 2018.

 

 

 

 

 

 

 

 

 

 

 

  

For

  

Against

  

Abstain

  

Broker
Non Votes

Deloitte & Touche LLP

  

16,

016,788  

140,322

  

190,375

  

0

No other matters were voted upon at the meeting.

 

Item 9.01Financial Statements and Exhibits.

(d) Exhibit. The following is furnished as an exhibit to this Current Report on Form 8-K:

 

 

Exhibit Number

Description of Exhibit

 

 

Exhibit 10.1

Layne Christensen Company 2006 Equity Incentive Plan, as amended and restated.

 


 


 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

Layne Christensen Company

 

 

 

 

(Registrant)

 

 

 

 

Date:  June 2, 2017

 

 

 

By:

 

/s/ Steven F. Crooke

 

 

 

 

 

 

Steven F. Crooke

 

 

 

 

 

 

Senior Vice President—Chief Administrative Officer, General Counsel and Secretary