DMC GLOBAL INC. (NASDAQ:BOOM) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (the "Annual Meeting") of DMC Global Inc. (the “Company”) was held on May31, 2018. At the Annual Meeting, the stockholders of the Company (i)elected the seven persons listed below to serve as directors of the Company until the 2019 Annual Meeting of Stockholders; (ii)approved, by a non-binding advisory vote, the compensation of the Company’s executive officers; and (iii)ratified the appointment of Ernst& Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018.
The Company had 14,875,223 shares of Common Stock outstanding as of April 6, 2018, the record date for the Annual Meeting.At the Annual Meeting, holders of a total of 14,129,573 shares of Common Stock were present in person or represented by proxy. The following sets forth information regarding the results of the voting at the Annual Meeting:
Proposal 1The stockholders elected each of the seven nominees to the Board of Directors for a one-year term. The voting results were as follows:
|
Name |
Shares Voted "For" |
Shares Withheld |
Broker Non-Votes |
|
David C. Aldous |
11,124,396 |
838,526 |
2,166,651 |
|
Yvon Pierre Cariou |
11,329,700 |
633,222 |
2,166,651 |
|
Robert A. Cohen |
11,087,520 |
875,402 |
2,166,651 |
|
James J. Ferris |
10,412,999 |
1,549,923 |
2,166,651 |
|
Richard P. Graff |
10,928,881 |
1,034,041 |
2,166,651 |
|
Kevin T. Longe |
11,345,420 |
617,502 |
2,166,651 |
|
Clifton Peter Rose |
11,159,659 |
803,263 |
2,166,651 |
Proposal 2The results on the non-binding advisory vote concerning the compensation of the Company's executive officers (the “say-on-pay vote”) were as follows:
|
Shares Voted "For" |
Shares Voted "Against" |
Shares Voted "Abstain" |
Broker Non-Votes |
|
10,330,970 |
1,390,261 |
241,691 |
2,166,651 |
Proposal 3The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018. The voting results were as follows:
|
Shares Voted "For" |
Shares Voted "Against" |
Shares Voted "Abstain" |
|
13,489,482 |
620,760 |
19,331 |
Item 8.01 Other Matters.
The Board of Directors of the Company approved the following membership structure of the committees of the Board of Directors, effective as of May 31, 2018:
|
Name |
Audit Committee |
Compensation Committee |
Corporate Governance and Nominating Committee |
Health, Safety, Security and Environment Committee |
|
David C. Aldous |
||||
|
Yvon Pierre Cariou |
C |
|||
|
Robert A. Cohen |
C |
|||
|
James J. Ferris |
||||
|
Richard P. Graff |
C |
|||
|
Kevin T. Longe |
||||
|
Clifton Peter Rose |
C |
C – Chair✓ – Member
About DMC GLOBAL INC. (NASDAQ:BOOM)
DMC Global Inc., formerly Dynamic Materials Corporation, is a diversified technology company. The Company operates a family of technical product and process businesses serving the energy, industrial and infrastructure markets. The Company’s businesses operate through an international network of manufacturing, distribution and sales facilities. The Company’s segments are NobelClad and DynaEnergetics. The NobelClad segment is engaged in the production of explosion-welded clad metal plates for use in the construction of corrosion resistant industrial processing equipment and specialized transition joints. The DynaEnergetics segment manufactures, markets and sells oilfield perforating equipment and explosives, including detonating cords, detonators, bi-directional boosters and shaped charges, and seismic related explosives and accessories. It owns explosive metalworking and metallic processes, and registered trademarks, including Detaclad, Detacouple, EFTEK, ETJ 2000 and NOBELCLAD.
