IKONICS CORPORATION (NASDAQ:IKNX) 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.
At the 2019 Annual Meeting of Shareholders (the Annual Meeting) of IKONICS Corporation (the Company) held on April 25, 2019, the Companys shareholders, upon the recommendation of the Board of Directors, approved the IKONICS Corporation 2019 Equity Incentive Plan (the 2019 Plan). The 2019 Plan will replace the existing IKONICS Corporation 1995 Stock Incentive Plan (the 1995 Plan), which is the only plan under which equity awards are currently being granted. No new awards will be made under the 1995 Plan. The number of shares of the Companys common stock that may be the subject of awards and issued under the 2019 Plan is 102,157, plus any shares that were subject to outstanding awards under the 1995 Plan as of the effective date of the 2019 Plan, to the extent that the associated awards under the 1995 Plan expire, are cancelled, are forfeited or are settled for cash. Awards outstanding under the 1995 Plan as of the date the 2019 Plan becomes effective will continue to be subject to the terms of the 1995 Plan.
A description of the material terms of the 2019 Plan is set forth in the Companys definitive proxy statement relating to the Annual Meeting and filed with the Securities and Exchange Commission on March 26, 2019 (file no. 000-25727), and such description and the foregoing summary are qualified by reference to the full text of the 2019 Plan, a copy of which is filed as Exhibit 99 hereto and incorporated herein by reference.
At the Annual Meeting, the shareholders voted upon (1)the election of seven directors to serve until the next annual meeting of shareholders or until their successors are duly elected; (2)the ratification of the selection of RSM US LLP as the Companys independent registered public accounting firm for the year ending December 31, 2019; (3)the approval of the IKONICS Corporation 2019 Equity Incentive Plan; (4) an advisory resolution regarding the frequency of future advisory votes on the compensation of the Companys named executive officers; and (5) an advisory resolution approving the compensation of the Companys named executive officers as disclosed in the proxy statement for the Annual Meeting. Each of William C. Ulland, Marianne Bohren, Lockwood Carlson, Jeffrey D. Engbrecht, Ernest M. Harper Jr., Gregory W. Jackson, and Darrell B. Lee were re-elected to serve as the Companys directors. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders:
Proposal 1: The election of seven directors to serve until the Companys 2020 Annual Meeting of Shareholders or until their successors are duly elected and qualified.
Proposal 2: The ratification of the selection of RSM US LLP as the Companys independent registered public accounting firm for the year ending December 31, 2019.
Proposal 3: Approval of the IKONICS Corporation 2019 Equity Incentive Plan.
Proposal 4: Advisory resolution regarding the frequency of future advisory votes on the compensation of the Companys named executive officers.
In light of the voting results on this Proposal 4, the Companys Board of Directors has determined that it will include an advisory, nonbinding shareholder vote on executive compensation in the Companys proxy materials every year until the next required advisory vote on the frequency of shareholder votes on executive compensation.
Proposal 5: Advisory resolution approving the compensation of the Companys named executive officers as disclosed in the proxy statement for the Annual Meeting.
Item 7.01.Regulation FD Disclosure.
On April 25, 2019, the Companys Board of Directors approved an increase to the Companys previously announced share repurchase authorization to provide an additional 33,500 shares of Company common stock. This increase brings the total share repurchase authorization to 100,000 shares of Company common stock. Repurchases may be completed from time to time in the open market or in privately negotiated transactions, subject to applicable laws and regulations. This authorization does not have an expiration date.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibit.
IKONICS CORP Exhibit
EX-99 2 ex_141802.htm EXHIBIT 99 ikon20190326_def14a.htm Exhibit 99 IKONICS Corporation 2019 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the IKONICS Corporation 2019 Equity Incentive Plan (the “Plan”) is to attract and retain the best available personnel for positions of responsibility with the Company,…
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About IKONICS CORPORATION (NASDAQ:IKNX)
IKONICS Corporation is engaged in the development and manufacturing of photochemical imaging systems for sale primarily to a range of printers and decorators of surfaces. The Company has five operating segments: Domestic, Export, IKONICS Imaging, Digital Texturing (DTX) and Advanced Material Solutions (AMS). Domestic segment sells screen printing film, emulsions, and inkjet receptive film to distributors located in the United States and Canada. IKONICS Imaging segment sells photo resistant film, art supplies, glass, metal medium and related abrasive etching equipment. AMS segment provides sound deadening technology to the aerospace industry along with products and services for etched composites, ceramics, glass and silicon wafers. DTX segment includes products and customers related to inkjet technology used for mold texturing and prototyping. Export segment sells primarily the same products as Domestic and the IKONICS Imaging products not related to AMS or DTX.
