DMC GLOBAL INC. (NASDAQ:BOOM) 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
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DMC GLOBAL INC. (NASDAQ:BOOM) 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.

The Annual Meeting of Stockholders (the “Annual Meeting”) of DMC
Global Inc. (the Company) was held on May 18, 2017. At the Annual
Meeting, the stockholders of the Company approved an amendment (the
Amendment) to the Companys Employee Stock Purchase Plan (the ESPP)
to increase the number of shares of the Companys common stock
available for purchase under the ESPP by 250,000 shares. The
Amendment was approved by the Companys Board of Directors (the
Board) on March 27, 2017.
The foregoing description of the Amendment does not purport to be
complete and is subject to and qualified in its entirety by the
actual terms of the Amendment, a copy of which is included as
Exhibit 10.1.
Item 5.07 >Submission of Matters to a Vote of Security
Holders.
At the Annual Meeting, the stockholders of the Company (i) elected
the eight persons listed below to serve as directors of the Company
until the 2018 Annual Meeting of Stockholders; (ii) approved, by a
non-binding advisory vote, the compensation of the Companys
executive officers; (iii) recommended, by a non-binding advisory
vote, the frequency of future advisory votes on the compensation of
the Companys executive officers; (iv) approved the Amendment to the
ESPP; and (v) ratified the appointment of Ernst Young LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December 31, 2017.
The Company had 14,725,591 shares of Common Stock outstanding as of
March 24, 2017, the record date for the Annual Meeting. At the
Annual Meeting, holders of a total of 13,690,934 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 1 The stockholders elected each of the eight 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
Gerard Munera
11,258,180
369,695
2,063,059
David C. Aldous
11,032,226
595,649
2,063,059
Yvon Pierre Cariou
4,993,083
6,634,792
2,063,059
Robert A. Cohen
11,358,336
269,539
2,063,059
James J. Ferris
9,396,991
2,230,884
2,063,059
Richard P. Graff
11,011,131
616,744
2,063,059
Kevin T. Longe
11,399,562
228,313
2,063,059
Clifton Peter Rose
11,417,348
210,527
2,063,059
Proposal 2 The 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
7,467,555
3,119,185
1,041,135
2,063,059
Proposal 3 The stockholders recommended, by a non-binding advisory
vote, the frequency of the say-on-pay vote. The voting results were
as follows:
Shares Voted “One Year”
Shares Voted “Two Years”
Shares Voted “Three Years”
Shares Voted “Abstain”
Broker Non-Votes
9,617,035
12,128
1,750,626
248,086
2,063,059
(d) Disclosure Regarding Frequency of Say-on-Pay Vote. In line with
these results and consistent with past practice, the Board has
decided to include the say-on-pay vote in the Companys proxy
materials every year until the next required advisory vote on the
frequency of the say-on-pay vote, which will occur no later than
the 2023 Annual Meeting of Stockholders.
Proposal 4 The stockholders approved the Amendment to the ESPP. The
voting results were as follows:
Shares Voted “For”
Shares Voted “Against”
Shares Voted “Abstain”
Broker Non-Votes
11,318,469
297,240
12,166
2,063,059
Proposal 5 The stockholders ratified the appointment of Ernst Young
LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2017. The voting results
were as follows:
Shares Voted “For”
Shares Voted “Against”
Shares Voted “Abstain”
13,529,289
151,866
9,779
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description
10.1
The Company’s Employee Stock Purchase Plan, as amended
(incorporated by reference from Appendix A to the
Companys Definitive Proxy Statement filed April 5, 2017,
relating to the Companys 2017 Annual Meeting of
Stockholders).


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.

DMC GLOBAL INC. (NASDAQ:BOOM) Recent Trading Information

DMC GLOBAL INC. (NASDAQ:BOOM) closed its last trading session up +0.35 at 13.05 with 24,337 shares trading hands.