Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - PERCEPTRON INC/MI | exh_991.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): December 8, 2020
PERCEPTRON, INC.
(Exact name of registrant as specified in charter)
| Michigan | 0-20206 | 38-2381442 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 47827 Halyard Drive, Plymouth, MI | 48170-2461 |
| (Address of principal executive offices) | (Zip Code) |
(734) 414-6100
(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)) | |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value Rights to Purchase Preferred Stock | PRCP | The Nasdaq Stock Market LLC (Nasdaq Global Market) |
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. [ ]
Item 5.07. Submission of Matters to a Vote of Security Holders.
Perceptron, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) on December 8, 2020 via live audio webcast. Of the 9,779,547 shares of the Company’s Common Stock issued, outstanding and entitled to vote at the 2020 Annual Meeting, a total 8,145,210 of shares (or approximately 83.28%) were represented in person or by proxy at the meeting. Set forth below are the final voting results for the proposals voted on at the 2020 Annual Meeting. As a result, the Merger Agreement was approved and adopted by the shareholders, as recommended by the Board of Directors. As a result, the resolution to approve the adjournment of the 2020 Annual Meeting was approved by the shareholders, as recommended by the Board of Directors. As a result, the non-binding resolution to approve the compensation of certain named executive officers of the Company in connection with the merger contemplated by the Merger Agreement was approved by the shareholders, as recommended by the Board of Directors. Number of Shares Withheld As a result, each nominee was elected by the Company’s shareholders, as recommended by the Board of Directors. As a result, the non-binding resolution to approve the compensation of the Company’s named executive officers was approved by the shareholders on an advisory basis, as recommended by the Board of Directors. As a result, the selection of BDO USA, LLP was ratified and approved by the Company’s shareholders, as recommended by the Board of Directors. 1. Approval and adoption of the Agreement and Plan of Merger, dated September 27, 2020 between the Company, Atlas Copco North America LLC and Odyssey Acquisition Corp (the “Merger Agreement”). For Against Abstain Broker Non-Votes 6,706,597 39,719 15,076 1,383,818 2. Approval of the adjournment of the 2020 Annual Meeting, if necessary or appropriate, including to permit further solicitation of proxies if there were insufficient votes at the time of the annual meeting to approve and adopt the Merger Agreement. For Against Abstain 7,949,850 182,395 12,965 3. Approval of an advisory vote on the compensation to certain named executive officers of the Company in connection with the merger contemplated by the Merger Agreement. For Against Abstain Broker Non-Votes 6,380,222 313,811 67,359 1,383,818 4. Election of six nominees to the Company’s Board of Directors for a one-year term expiring at the 2021 Annual Meeting of Shareholders, or until their successors are duly elected and qualified: Nominee For Broker Non-Votes John F. Bryant 6,502,981 258,411 1,383,818 Jay W. Freeland 6,617,236 144,156 1,383,818 Sujatha Kumar 6,645,904 115,488 1,383,818 C. Richard Neely, Jr. 6,587,920 173,472 1,383,818 James A. Ratigan 6,527,225 234,167 1,383,818 William C. Taylor 6,528,156 233,236 1,383,818 5. Approval of an advisory vote on executive compensation. For Against Abstain Broker Non-Votes 6,357,223 160,120 244,049 1,383,818 6. Ratification of the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2021: For Against Abstain 7,913,847 14,360 217,003
Item 8.01. Other Events.
On December 8, 2020, the Company issued a press release announcing the approval and adoption of the Merger Agreement by the shareholders of the Company. Attached hereto and incorporated by reference as Exhibit 99.1 is the press release relating to such announcement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.Exhibit No. Description of Exhibit 99.1 Press release, dated December 8, 2020, announcing the approval and adoption of the Merger Agreement by the shareholders of the Company.
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.
| PERCEPTRON, INC. | ||
| Date: December 8, 2020 | /s/ Bill Roeschlein | |
| By: Bill Roeschlein | ||
| Its: Interim Vice President, Finance and Chief Financial Officer | ||