AAON, INC. (NASDAQ:AAON) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

8 years ago

AAON, INC. (NASDAQ:AAON) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On May 16, 2017, immediately following the Annual Meeting of
Stockholders (the “Annual Meeting”) of AAON, Inc. (the
“Company”), Jerry R. Levine completed his current term and
retired from the Company’s Board of Directors. Mr. Levine’s
decision to not stand for re-election to the Board of Directors
is not as a result of any disagreement with the Company. Stephen
O. LeClair was elected to the Board of Directors (as disclosed in
Item 5.07 below). Mr. LeClair was appointed as a member of the
Compensation Committee and Audit Committee, each effective May
16, 2017. Mr. LeClair will be compensated in accordance with the
Company’s director compensation program as in effect from time
to time. Additionally, Jack E. Short was re-elected to the Board
of Directors. A copy of the Company’s press release reporting
these changes is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 16, 2017, the Company held its Annual Meeting. At the
Annual Meeting, the Company’s stockholders (i) elected each of
the nominees listed below to the Company’s Board of Directors to
serve until the 2020 Annual Meeting of Stockholders, or until
their respective successors are elected and qualified; (ii)
ratified the selection of Grant Thornton, LLP as the Company’s
independent registered public accounting firm for the fiscal year
ending December 31, 2017; (iii) approved, on an advisory basis,
the compensation of the Company’s named executive officers and
(iv) approved, on an advisory basis, the frequency of future
advisory votes on executive compensation once every three years.
The final results for the votes regarding each proposal are set
forth below.

(i) The voting results with respect to the election of each
director were as follows:



Nominees:	For	Against	Abstain	Broker Non-Votes
Stephen O. LeClair	46,452,649	385,737	18,883	3,588,836
Jack E. Short	46,631,954	206,478	18,837	3,588,836

(ii) The voting results with respect to the ratification of the
selection of Grant Thornton, LLP as the Company’s

independent registered public accounting firm for the fiscal year
ending December 31, 2017 were as follows:



For	Against	Abstain	Broker Non-Votes
49,997,734	431,917	16,454

(iii) The voting results with respect to the approval, on an
advisory basis, of the compensation of the Company’s named
executive officers were as follows:



For	Against	Abstain	Broker Non-Votes
45,127,570	1,499,511	230,188	3,588,836

(iv) The voting results with respect to the approval, on an
advisory basis, the frequency of future advisory votes on executive
compensation every three years were as follows:



Votes for One Year	Votes for Two Years	Votes for Three Years	Abstain	Broker Non-Votes
20,713,923	3,751,205	22,357,579	34,562

Item 8.01 Other Events.

The Company today announced that, at the May 16, 2017 Board of
Directors meeting following the Annual Meeting, its Board of
Directors declared a regular semi-annual cash dividend of $0.13
per share. The dividend will be paid to stockholders of record as
of the close of business on June 9, 2017, with a payment date of
July 7, 2017.

A copy of the Company’s press release is furnished as Exhibit
99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



Exhibit Number		Description

99.1		Press release dated May 17, 2017 announcing semi-annual cash dividend and changes to the Board of Directors.

About AAON, INC. (NASDAQ:AAON)
AAON, Inc. (AAON) is engaged in the manufacture and sale of air-conditioning and heating equipment. The Company’s products consist of rooftop units, chillers, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, self-contained units and coils. Its products serve the commercial, and industrial new construction and replacement markets. The Company’s rooftop and condenser unit markets consist of units installed on commercial or industrial structures of over 10 stories in height. Its air handling units, self-contained units, chillers, packaged outdoor mechanical rooms and coils are applicable to all sizes of commercial and industrial buildings. The replacement market consists of products installed to replace existing units/components that are worn or damaged. Its operating subsidiaries are AAON, Inc. and AAON Coil Products, Inc. It markets its products to over 50 states in the United States and certain provinces in Canada. AAON, INC. (NASDAQ:AAON) Recent Trading Information
AAON, INC. (NASDAQ:AAON) closed its last trading session down -0.40 at 36.25 with 108,998 shares trading hands.