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): November 30, 2017
SPARTON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Ohio | 1-1000 | 38-1054690 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 425 Martingale Road Suite 1000 Schaumburg, Illinois |
60173-2213 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 772-7866
(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:
| ☐ | 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 pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 30, 2017, the Company held its 2017 Annual Meeting of shareholders. At the Annual Meeting, the shareholders voted on the following matters:
Proposal 1
Election of Directors
The seven nominees for a term ending at the 2018 Annual Meeting received the following votes:
| Name |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Alan L. Bazaar |
6,403,720 | 392,845 | 34,901 | 1,360,825 | ||||||||||||
| James D. Fast |
6,565,724 | 255,012 | 10,730 | 1,360,825 | ||||||||||||
| Joseph J. Hartnett |
6,667,487 | 153,717 | 10,262 | 1,360,825 | ||||||||||||
| Charles R. Kummeth |
6,579,474 | 241,263 | 10,729 | 1,360,825 | ||||||||||||
| David P. Molfenter |
6,528,454 | 292,283 | 10,729 | 1,360,825 | ||||||||||||
| James R. Swartwout |
6,619,456 | 201,281 | 10,729 | 1,360,825 | ||||||||||||
| Frank A. Wilson |
6,623,958 | 196,784 | 10,724 | 1,360,825 | ||||||||||||
Proposal 2
Ratification of the Appointment of Independent Registered Public Accountants
The proposal to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accountants for the fiscal year ending July 1, 2018 by an advisory vote received the following votes:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 7,776,753 |
235,521 | 180,017 | 0 |
Proposal 3
Advisory Vote on Named Executive Officer Compensation
The proposal to approve the Named Executive Officer compensation by an advisory vote received the following votes:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 6,500,218 |
157,874 | 173,374 | 1,360,825 |
Proposal 4
Advisory Vote on Frequency of the Shareholder Advisory Vote
on Named Executive Officer Compensation
The proposal relating to the frequency of the shareholder advisory vote to approve the compensation of Named Executive Officers received a majority of the votes cast in favor of an advisory vote every 1 YEAR with the votes below.
| 1 YEAR |
2 YEARS |
3 YEARS |
Abstentions |
Broker Non-Votes | ||||
| 5,460,730 |
16,258 | 1,191,980 | 162,498 | 1,360,825 |
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.
| SPARTON CORPORATION | ||||||
| Dated: December 1, 2017 | By: | /s/ Joseph J. Hartnett | ||||
| Joseph J. Hartnett, Interim President and Chief Executive Officer | ||||||