MTS SYSTEMS CORPORATION (NASDAQ:MTSC) 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.
  MTS Systems Corporation (the Company) held its virtual annual
  meeting of shareholders on June6, 2017 (the Annual Meeting). At
  the Annual Meeting, the shareholders approved the MTS Systems
  Corporation 2017 Stock Incentive Plan (the 2017 Plan). The 2017
  Plan provides stock incentive awards in the form of options
  (incentive and non-qualified), stock appreciation rights,
  restricted stock, restricted stock units, performance stock,
  performance units, and other awards in stock and/or cash. Such
  awards may be granted to certain employees of the Company or any
  of its subsidiaries, non-employee members of the Board of the
  Directors of the Company (the Board) and key service providers of
  the Company or any of its subsidiaries.
  An aggregate of 1,500,000 shares of common stock, par value $0.25
  per share (the Common Stock), are reserved for issuance under the
  2017 Plan. Additionally, shares underlying awards previously
  granted under the Companys 2011 Stock Incentive Plan that are
  terminated, cancelled, surrendered or forfeited without the
  delivery of shares may be reissued under the 2017 Plan at the
  discretion of the Compensation Committee of the Board (the
  Committee). The Committee administers the 2017 Plan.
  The foregoing summary of the 2017 Plan is subject to, and
  qualified in its entirety by, the full text of the 2017 Plan,
  which is attached as Annex A to the Companys Definitive Proxy
  Statement on Schedule 14A, filed with the Securities and Exchange
  Commission on April 25, 2017, and which is incorporated herein by
  reference.
  Item 5.07. Submission of Matters to a
  Vote of Security Holders.
  The Company held its Annual Meeting on June6, 2017. A total of
  15,599,864 shares of the Common Stock, representing approximately
  93.18% of the shares outstanding and eligible to vote and
  constituting a quorum, were represented in person or by proxy at
  the Annual Meeting. The final results for each of the matters
  submitted to a vote of shareholders at the Annual Meeting were as
  follows:
  Proposal 1. All of the eight nominees for director were
  elected to serve until the next annual meeting of shareholders or
  until their successors are duly elected. The result of the votes
  to elect the eight directors was as follows:
| Name | 
 | For | 
 | Withheld | 
 | BrokerNon-Votes | 
 | 
| David J. Anderson | 13,300,164 | 917,496 | 1,382,204 | ||||
| Jeffrey A. Graves | 13,704,146 | 513,514 | 1,382,204 | ||||
| David D. Johnson | 13,078,798 | 1,138,862 | 1,382,204 | ||||
| Randy J. Martinez | 13,298,964 | 918,696 | 1,382,204 | ||||
| Michael V. Schrock | 13,999,142 | 218,518 | 1,382,204 | ||||
| Gail P. Steinel | 13,299,414 | 918,246 | 1,382,204 | ||||
| Maximiliane C. Straub | 14,080,079 | 137,581 | 1,382,204 | ||||
| Chun Hung (Kenneth) Yu | 14,079,819 | 137,841 | 1,382,204 | 
  Proposal 2. The appointment of KPMG LLP as the Companys
  independent registered public accounting firm for the Companys
  fiscal year ending September30, 2017, was ratified by the vote
  set forth below:
| For | 
 | Against | 
 | Abstain | 
 | 
| 15,418,798 | 124,690 | 56,376 | 
  Proposal 3. The compensation of the Companys named
  executive officers as disclosed in the proxy statement for the
  Annual Meeting was approved on an advisory basis by the votes set
  forth below:
| For | 
 | Against | 
 | Abstain | 
 | BrokerNon-Votes | 
 | 
| 13,627,206 | 489,649 | 100,805 | 1,382,204 | 
    Proposal 4. The shareholders recommended, on an
    advisory basis, that the frequency of the shareholder vote to
    approve the compensation of the named executive officers occur
    every year by the votes set forth in the table below:
  
| 1Year | 
 | 2Years | 
 | 3Years | 
 | Abstain | 
 | Broker Non-Votes | 
 | 
| 12,299,578 | 64,581 | 1,787,514 | 65,987 | 1,382,204 | 
    Proposal 5. The 2017 Plan was approved by the
    shareholders by the votes set forth in the table below:
  
| For | 
 | Against | 
 | Abstain | 
 | BrokerNon-Votes | 
 | 
| 13,701,800 | 474,525 | 41,335 | 1,382,204 | 
    Based on the results of the advisory vote recommending the
    frequency of future shareholder votes to approve the
    compensation of the named executive officers, the Board has
    determined to include a shareholder vote on executive
    compensation in its proxy materials on an annual basis until
    the next required vote on the frequency of shareholder votes on
    executive compensation or until the Board determines that it is
    in the best interest of the Company to hold such vote with a
    different frequency.
  
 About MTS SYSTEMS CORPORATION (NASDAQ:MTSC) 
MTS Systems Corporation (MTS) is a global supplier of test systems and position sensors. The Company’s operations are organized and managed in two business segments: the Test segment and the Sensors. Testing segment’s testing hardware, software and services solutions help customers improve their design, development, and manufacturing processes and are used for determining the mechanical behavior of materials, products, and structures. Test also sells a range of accessories and spare parts, as well as services, including installation, calibration, maintenance, training and consulting. MTS’ sensors segment provides controls for a range of industrial and vehicular applications. The segment’s customer industries include manufacturers of plastic injection molding machines, steel mills, fluid power, oil and gas, medical, wood product processing equipment, mobile equipment, and energy.
 
                



