Omega Protein Corporation (NYSE:OME) 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.
Under the 2015 Long-Term Incentive Plan (Plan) of Omega Protein
Corporation (the Company) and the compensation plan for the
Companys independent directors approved thereunder by the
Companys Board of Directors, each independent director of the
Company is entitled to receive an annual award of restricted
Common Stock valued at $60,000, effective as of the date of each
Company Annual Meeting of Stockholders. As more fully described
in Item 5.07 below, the 2017 Annual Meeting of Stockholders was
held on June 29, 2017 and accordingly each independent director
(including Dr.Celeste Clark whobecame anewly elected director on
that date) received an award of 3,374 shares of restricted Common
Stock on that date. The number of shares granted to each
independent director was determined by dividing $60,000 by the
Fair Market Value (as defined in the Plan) of the Common Stock on
the grant date. Under the Plan, Fair Market Value is defined as
the average of the highest and lowest sales price of a share of
Common Stock as reported on the NYSE on the date of grant.
The grant date for these shares of restricted Common Stock to the
independent directors was June 29, 2017 and these shares were
valued at $17.78 per share. The shares of restricted Common Stock
granted to the independent directors will vest six months and one
day after the date of grant. The grants have been made to the
form of Award of Restricted Stock Agreement attached hereto as
Exhibit 10.1. The foregoing description of the Award of
Restricted Stock Agreement does not purport to be complete and is
qualified in its entirety by reference to the form of Award of
Restricted Stock Agreement, which is attached as Exhibit 10.1
hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security
Holders
The following proposals were submitted to the holders of the
Companys Common Stock for a vote at the Companys 2017 Annual
Meeting of Stockholders (the 2017 Stockholders Meeting) which was
held on June 29, 2017:
|
1. |
The election of two Class I directors to the Board of |
|
2. |
The ratification of the appointment of Pricewaterhouse |
|
3. |
An advisory vote on executive compensation; and |
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4. |
An advisory vote on the frequency of holding an advisory |
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The results of such votes were as follows:
1.The following votes were cast in the election of two Class I
directors to the Board of Directors:
|
Name of Nominee |
Number of Votes Voted For |
Number of Votes Voted Against |
Number of Votes Abstaining |
Number of Broker Non-Votes |
||||
|
Dr. Celeste A. Clark |
17,439,875 |
516,251 |
60,354 |
1,593,897 | ||||
|
David A. Owen |
17,424,454 |
531,371 |
60,655 |
1,593,897 |
The proposal for the two Class I directors to be elected
required approval of a majority of the votes cast. A majority
of votes cast means that the number of shares voted FOR a
director exceeds the number of shares voted AGAINST the
director; abstentions and broker non-votes are not counted as
votes cast and have no effect on the outcome of the vote.
Abstentions are counted for purposes of establishing a quorum
but do not have any effect on election of the
nominees.Accordingly, Dr. Clark and Mr. Owen were elected as
Class I Directors. The Class I Directors terms expire at the
2020 Annual Meeting of Stockholders.
2.The following votes were cast in the ratification of the
appointment of Pricewaterhouse Coopers LLP as the Companys
independent registered accounting firm for the Companys fiscal
year ending December 31, 2017:
|
Number of Votes Voted For |
Number of Votes Voted Against |
Number of Votes Abstaining |
Number of Broker Non-Votes |
|||
| 18,858,388 | 397,895 | 354,094 |
The proposal for the ratification of the appointment of
Pricewaterhouse Coopers LLP as the independent registered
accounting firm for the Companys fiscal year ending December
31, 2017 requires the approval of a majority of the votes
cast.Abstentions are counted as present for purposes of
establishing a quorum but do not have any effect on the outcome
of the vote on this proposal. Accordingly, this proposal was
approved.
3.The following advisory (non-binding) votes were cast to
approve the compensation paid to the Companys named executive
officers, as disclosed to Item 402 of Regulation S-K, including
the Compensation Discussion and Analysis, compensation tables
and narrative discussions in the Companys Proxy Statement for
the 2017 Stockholders Meeting:
|
Number of Votes Voted For |
Number of Votes Voted Against |
Number of Votes Abstaining |
Number of Broker Non-Votes |
|||
| 15,944,117 | 2,045,308 | 27,055 | 1,593,897 |
The advisory proposal on executive compensation requires the
approval of a majority of the votes cast.Abstentions are
counted as present for purposes of establishing a quorum but do
not have any effect on the outcome of the vote on this
proposal. Accordingly, this proposal was approved.
4.The following votes were cast in connection with the
advisory vote on the frequency of holding an advisory vote on
executive compensation:
|
Number of Votes Voted For One Year |
Number of Votes Voted For Two Years |
Number of Votes Voted For Three Years |
Number of Votes Abstaining |
Number of Broker Non-Votes |
|||||
| 14,430,809 | 47,941 | 3,516,259 | 21,471 | 1,593,897 | |||||
The advisory vote on the frequency of holding an advisory
vote on executive compensation requires the approval of the
plurality of the votes cast. With plurality voting, the
alternative which receives the largest number of shares voted
will be selected, irrespective of the number or percentages
of votes cast. In accordance with the voting results listed
above, the Company has determined that it will conduct an
advisory vote on executive compensation every year until the
next vote on the frequency of shareholder votes on the
compensation of executives.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1Form of Award of Restricted Stock Agreement for
independent directors dated June 29, 2017
OMEGA PROTEIN CORP ExhibitEX-10.1 2 ex10-1.htm EXHIBIT 10.1 ex10-1.htm Exhibit 10.1 OMEGA PROTEIN CORPORATION AWARD OF RESTRICTED STOCK UNDER 2015 LONG TERM INCENTIVE PLAN (Independent Director) In this Award,…To view the full exhibit click here About Omega Protein Corporation (NYSE:OME)
Omega Protein Corporation is a nutritional products company that develops, produces and delivers nutritious products across the world. The Company operates through two segments: animal nutrition and human nutrition. The Company’s animal nutrition segment consists primarily of two subsidiaries: Omega Protein, Inc. (Omega Protein) and Omega Shipyard, Inc. (Omega Shipyard). Omega Protein operates approximately three menhaden processing plants in the states of Louisiana, Mississippi and Virginia. The human nutrition segment does business under the name Bioriginal, which includes all of the human nutrition businesses. Bioriginal has over three primary product lines: plant and marine based specialty oils, protein products and other nutraceutical ingredients. Bioriginal consists of approximately four subsidiaries: Bioriginal Food & Science Corp. (Bioriginal Food & Science), Wisconsin Specialty Protein, L.L.C. (WSP), Cyvex Nutrition, Inc. (Cyvex) and InCon Processing, L.L.C. (InCon).