LAYNE CHRISTENSEN COMPANY (NASDAQ:LAYN) Files An 8-K Submission of Matters to a Vote of Security Holders
ITEM 5.07
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
The Company held its 2017 Annual Meeting of Stockholders on May
31, 2017. The stockholders considered and voted on five proposals
submitted for stockholder vote, each of which is described in
detail in the Proxy Statement. The following is a brief
description of the matters voted on at the 2017 Annual Meeting
and the final results of such voting.
Proposal No. 1. Election of seven directorsDavid A.B. Brown,
Michael J. Caliel, J. Samuel Butler, Nelson Obus, Robert R.
Gilmore, John T. Nesser III and Alan P. Krusito hold office for
terms expiring at the 2018 annual meeting of stockholders.
Final Results: The stockholders elected David A.B. Brown, Michael
J. Caliel, J. Samuel Butler, Nelson Obus, Robert R. Gilmore, John
T. Nesser III and Alan P. Krusi as directors to hold office for
terms expiring at the 2018 annual meeting of stockholders and
until their successor is duly elected and qualified or until
their earlier death, retirement, resignation or removal.
|
For |
Withheld Authority |
Broker Non Votes |
||||||||||
|
David A.B. Brown |
12,549,194 |
1,666,073 |
2,132,218 |
|||||||||
|
Michael J. Caliel |
13,490,828 |
724,439 |
2,132,218 |
|||||||||
|
J. Samuel Butler |
12,366,657 |
1,848,610 |
2,132,218 |
|||||||||
|
Nelson Obus |
12,663,295 |
1,551,972 |
2,132,218 |
|||||||||
|
Robert R. Gilmore |
12,667,851 |
1,547,416 |
2,132,218 |
|||||||||
|
John T. Nesser III |
12,632,860 |
1,582,407 |
2,132,218 |
|||||||||
|
Alan P. Krusi |
12,667,876 |
1,547,391 |
2,132,218 |
Proposal No. 2: Proposal to conduct an advisory vote to approve
named executive officer compensation.
Final Results: The stockholders approved, on an advisory basis,
the compensation of the named executive officers, as disclosed in
the Proxy Statement.
|
For |
Against |
Abstain |
Broker Non Votes |
|||||
|
Advisory vote on executive compensation: |
12,437,912 |
1,748,803 |
28,552 |
2,132,218 |
Proposal No. 3: Proposal to conduct an advisory vote on the
frequency of an advisory vote to approve named executive officer
compensation.
Final Results: The stockholders voted, on an advisory basis, to
conduct an advisory vote on executive compensation annually.
|
Broker |
|||||||||
|
Frequency of advisory vote |
1 Year |
2 Years |
3 Years |
Abstain |
Non Votes |
||||
|
on executive compensation: |
12,666,718 |
45,705 |
1,473,044 |
29,800 |
2,132,218 |
Consistent with the stated preference of the Company’s
stockholders, the Company’s Board of Directors determined that
the Company will include an advisory vote on executive
compensation in the Company’s proxy materials once every year
until such time as another advisory vote is held, in accordance
with Section 14A(a)(2) of the Securities Exchange Act of 1934, as
amended, on the frequency of such non-binding advisory votes on
executive compensation.
Proposal No. 4: Proposal to approve the Companys 2006 Equity
Incentive Plan (the Plan), as amended and restated effective May
31, 2017.
Final Results: The stockholders voted to approve the Plan.
|
For |
Against |
Abstain |
Broker Non Votes |
|||||
|
2006 Equity Plan: |
8,357,860 |
4,424,430 |
1,432,977 |
2,132,218 |
Proposal No. 5: Proposal to ratify the selection of the
accounting firm of Deloitte Touche LLP as the Companys
independent auditors for the fiscal year ending January 31, 2018.
Final Results: The stockholders ratified the appointment of
Deloitte Touche LLP as the independent registered public
accounting firm of the Company for fiscal 2018.
|
For |
Against |
Abstain |
Broker Non Votes |
|||||
|
Deloitte Touche LLP |
16, |
016,788 |
140,322 |
190,375 |
No other matters were voted upon at the meeting.
Item 9.01Financial Statements and Exhibits.
(d) Exhibit. The following is furnished as an exhibit to this
Current Report on Form 8-K:
|
Exhibit Number |
Description of Exhibit |
|
Exhibit 10.1 |
Layne Christensen Company 2006 Equity Incentive Plan, as |
About LAYNE CHRISTENSEN COMPANY (NASDAQ:LAYN)
Layne Christensen Company (Layne) is a water management, construction and drilling company. The Company provides drilling solutions for water management, mineral services and specialty drilling needs. The Company operates through four segments: Water Resources, Inliner, Heavy Civil and Mineral Services. Its Water Resources segment provides its customers with solutions for various aspects of water supply system development and technology throughout the United States. Its Inliner segment is a service rehabilitation company offering a range of solutions for wastewater, storm water and process sewer pipeline networks. Its Heavy Civil segment delivers solutions to government agencies and industrial clients by overseeing the design and construction of water and wastewater treatment plants and pipeline installation. Its Mineral Services conducts ground drilling activities, including core drilling, reverse circulation, dual tube, hammer and rotary air-blast methods. LAYNE CHRISTENSEN COMPANY (NASDAQ:LAYN) Recent Trading Information
LAYNE CHRISTENSEN COMPANY (NASDAQ:LAYN) closed its last trading session up +0.23 at 7.69 with 57,456 shares trading hands.