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

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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.