OPTICAL CABLE CORPORATION (NASDAQ:OCC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
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Item5.07 Submission of Matters to a Vote of Security |
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Item 7.01 Regulation FD Disclosure. |
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Item9.01 Financial Statements and Exhibits. |
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Exhibits |
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Item 1.01 Entry into a
Material Definitive Agreement.
On March 28, 2017, shareholders of Optical Cable Corporation (OCC
or the Company) approved the Optical Cable Corporation 2017 Stock
Incentive Plan (the 2017 Plan).
The Companys 2017 Plan permits grants of shares of restricted
stock, restricted stock units, options, stock appreciation
rights, performance grants and stock awards. Shareholder approval
of the 2017 Plan permits performance-based awards, as discussed
below, to qualify for deductibility under Section 162(m) of the
Internal Revenue Code (the Code).
Awards and grants under the 2017 Plan are referred to as
Incentive Awards. Incentive Awards may be made to any employee,
Director or consultant employed by or providing bona fide
services to the Company, its parent or its subsidiaries. Those
persons who receive Incentive Awards under the 2017 Plan are
referred to as Participants.
Effective Date of the Plan
The 2017 Plan became effective on March 28, 2017 when approved by
the Companys shareholders. The 2017 Plan will automatically
terminate at the close of business on February 26, 2027.
Eligibility
All present and future employees, non-employee Directors and
consultants of the Company and its subsidiaries are eligible to
receive Incentive Awards under the 2017 Plan if the Compensation
Committee determines that they have contributed, or can be
expected to contribute, significantly to the Company or any of
its subsidiaries. The Compensation Committee has the power and
complete discretion to select eligible employees and other
eligible service providers to receive Incentive Awards and to
determine the type of award and its terms and conditions. As of
January 31, 2017, the Company estimates that there are less than
500 employees and other service providers (2 of whom are
executive officers and 5 of whom are Directors) who may be
eligible for Incentive Awards under the 2017 Plan.
Administration
The 2017 Plan will be administered by the Compensation Committee.
The Compensation Committee will have full authority, subject to
the provisions of the 2017 Plan to, among other things, determine
the Participants to whom Incentive Awards will be granted, the
type of Incentive Awards to be granted, the number of shares to
be made subject to Incentive Awards, the exercise price and other
terms and conditions of the Incentive Awards and to interpret the
2017 Plan. The Compensation Committee may prescribe, amend and
rescind the rules and regulations relating to the 2017 Plan, and
may delegate certain administrative powers to officers of the
Company.
The 2017 Plan is intended to comply with the provisions of SEC
Rule 16b-3, which permit Incentive Awards granted under the
plan to be exempt from the short-swing profit liability rules
under the Securities Exchange Act of 1934, as amended, (the
Exchange Act). In addition, the 2017 Plan is designed to comply
with the requirements for performance-based compensation under
Section 162(m) of the Code, thereby allowing us to maximize our
federal income tax deductions with respect to Incentive Awards
granted under the 2017 Plan, and to allow Incentive Awards to
comply with the requirements of Section 409A of the Code
regarding deferred compensation arrangements, to the extent
applicable.
Common Shares Available for Incentive Awards
The number of Common Shares of the Company available for
issuance under the 2017 Plan is 500,000 Common Shares plus the
total number of shares remaining available for issuance under
the 2011 Plan as of the effective date of the 2017 Plan,
including shares subject to outstanding awards under the 2011
Plan that expire, are forfeited or terminate unexercised after
the effective date of the 2017 Plan (the Previously Reserved
Shares). The Previously Reserved Shares were authorized by the
Companys shareholders for reservation under the 2011 Plan.
As of February 1, 2017:
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36,903 shares remained available for issuance under the |
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There were 940,223 restricted shares of the Company,
Plan that are issued and outstanding, but which have not |
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There were no options, warrants, stock appreciation |
The number of shares available for issuance under the 2017 Plan
will be subject to adjustment upon the occurrence of any stock
dividend or other distribution, stock split, merger,
consolidation, combination, share repurchase or exchange or
other similar corporate transaction or event. In addition, no
more than 250,000 Common Shares may be allocated to the
Incentive Awards that are granted during any single taxable
year of the Company to any Participant. The aggregate maximum
cash amount payable under the 2017 Plan in any single taxable
year of the Company to any Participant cannot exceed
$2,000,000. The aggregate maximum number of Common Shares that
may be allocated to grants of Incentive Awards to all Directors
as a group during any single calendar year shall be 125,000
shares.
The number of shares reserved and available for issuance under
the 2017 Plan will be 536,903 shareswhich includes the total
number of shares still available for issuance under the 2011
Plan, all of which were previously authorized for reservation
by the Companys shareholders.
Common Shares covered by an Incentive Award granted under the
2017 Plan will not be counted as used under the 2017 Plan
unless and until they are actually issued and delivered to a
Participant. Shares withheld by the Company from any type of
Incentive Award, other than an option or stock appreciation
right, to pay taxes with respect to such award may be used for
new Incentive Awards or to increase the total number of shares
reserved under the 2017 Plan. None of the following shares may
be added back to the number of shares reserved for issuance
under the 2017 Plan or otherwise applied to any new Incentive
Award under the 2017 Plan; (i) shares issued upon the exercise,
vesting or distribution under an Incentive Award, (ii) shares
tendered by the Participant or withheld by the Company in
payment of the purchase price of an option and to pay
applicable withholding tax obligations with respect to an
option or stock appreciation right, (iii) shares subject to a
stock appreciation right that are not issued in connection with
its stock settlement when exercised, and (iv) shares reacquired
by the Company on the open market or otherwise using cash
proceeds from the exercise of options.
The number of shares that may be issued under the 2017 Plan
will be proportionately adjusted in the event of a
recapitalization event like a stock dividend, stock split or
other similar event affecting the Companys Common Shares. The
2017 Plan prohibits repricing of stock options or stock
appreciation rights without shareholder approval, except in
connection with a recapitalization event. A repricing generally
includes any change to reduce the exercise price of outstanding
options or stock appreciation rights, the cancellation of
outstanding options or stock appreciation rights in exchange
for cash or other incentive awards (except for an exchange in
connection with a corporate event involving the Company) or any
other action that is treated as a repricing under generally
accepted accounting principles.
Types of Incentive Awards That May Be Granted Under
the2017 Plan.
The following types of Incentive Awards may be granted under
the 2017 Plan:
Stock Options and Stock Appreciation Rights. The
Compensation Committee may grant options to eligible
employees and other service providers, and establish the
terms and conditions for exercising an option. Stock
appreciation rights may be granted on all or any part of an
option, and also are subject to terms and conditions set by
the Compensation Committee. Stock appreciation rights also
may be granted separately from an option. No dividend
equivalents may be paid with respect to options or stock
appreciation rights.
The exercise price of an option will be at least 100% of the
fair market value of Company Common Shares on the date that
the option is granted. No option may be exercised more than
10 years after the date on which it was granted, or after
such shorter period as may be required by the Code. The
options may be either incentive stock options or nonstatutory
options. Incentive stock options are options which satisfy
Section 422 of the Code and the regulations thereunder.
Nonstatutory options do not satisfy Section 422 of the Code.
For purposes of the 2017 Plan, fair market value means the
closing sales price of a Common Share (as reported by the
exchange on which the Companys shares are listed or other
manner permitted by the 2017 Plan) as of the date of grant or
such other date for which the value of Company Common Shares
must be determined.
Payment for shares purchased upon exercise of an option must
be made in full in cash, or if permitted by the Compensation
Committee, by delivery of shares owned by the Participant
having a fair market value on the date of transfer equal to
the exercise price, or in such other manner as may be
authorized by the Compensation Committee.
A stock appreciation right entitles the Participant to
receive an amount equal to (i) the fair market value on the
date of exercise of Company Common Shares covered by the
surrendered stock appreciation right the excess of (ii) the
fair market value of Company Common Shares on the date the
stock appreciation right was granted. The award may be paid
in Company Common Shares or cash, or both.
Restricted Stock and Stock Awards. The Compensation
Committee may grant restricted stock under the 2017 Plan,
which will be Company Common Shares subject to certain terms
and conditions. The Participant will not be able to sell or
transfer the restricted stock until the restrictions stated
in the award agreement have been met, which may include the
achievement of performance goals (as described below under
the headingPerformance Grants). The restricted stock
will be forfeited if the restrictions are not met. The
minimum vesting period for an award of restricted stock to an
employee or consultant shall be one year from the date of
grant of the award. However, the minimum vesting restrictions
do not apply with respect to a maximum of 5% of the Common
Shares authorized to be issued under the 2017 Plan, including
any Awards granted as an inducement to join the Company as a
new employee to replace forfeited awards from a former
employer. Unless the grant agreement provides otherwise, any
stock dividends or other distributions with respect to any
outstanding shares of restricted stock shall be issued
subject to the same vesting conditions and transferability
restrictions as the underlying shares of restricted stock,
and any cash dividends or other distributions of any kind
shall be subject to the same vesting restrictions (and, to
the extent applicable, transferability restrictions) as the
underlying shares of restricted stock and a Participant shall
have no rights to such dividends until those restrictions
have lapsed or been removed.
Stock awards may be granted to non-employee Directors or
consultants. Unless otherwise determined by the Compensation
Committee, shares subject to a stock award will be issued as
soon as practicable following the date granted and the holder
of the shares shall have all rights of a shareholder of the
Company. Stock Awards granted to Directors (Director Stock
Awards) may not be sold, assigned, transferred, pledged,
hypothecated, or otherwise encumbered or disposed of until
the passage of six (6) months beginning on the date of grant
unless otherwise determined by the Compensation Committee.
However, the Compensation Committee may establish as to each
non-employee Director Stock Award the terms and conditions
upon which such restriction (or any other restrictions) shall
lapse. The terms and conditions may include, without
limitation, lapsing of such restrictions as a result of the
disability, death or retirement of the Participant or the
occurrence of a change of control. The Compensation Committee
may at any time waive or remove any restrictions. The
Participant (and not the Company) will be responsible for any
tax liability that may arise as a result of a Director Stock
Award.
Restricted Stock Unit Awards. The Compensation
Committee may grant restricted stock units, which will be
the right to receive Company Common Shares or cash subject
to certain terms and conditions. Unlike grants of
restricted stock, no shares are issued at grant. Such
restrictions may include the achievement of performance
goals (as described below under the headingPerformance
Grants). Similar to restricted stock, restricted stock
units cannot be sold or transferred by a Participant until
the applicable restrictions expire or have been met. Upon
the lapse of restrictions, a restricted stock unit entitles
a Participant to receive Common Shares or cash equal to the
fair market value of a Common Share on the date the
restrictions lapse. The minimum period applicable to any
award of restricted stock units to an employee or
consultant is one year from the date of grant. The
Compensation Committee may provide that a Participant shall
be entitled to receive dividend equivalents on outstanding
restricted stock units. Dividend equivalents with respect
to dividends or other distributions that are paid in
Company Common Shares or cash are credited to the
Participant as additional restricted stock units subject to
the same restrictions. Unless otherwise provided in a grant
agreement, dividend equivalents, if any, are credited with
respect to an award of restricted stock units as follows:
(i) in the case of a stock dividend or other distribution,
by crediting the Participant with an additional number of
restricted stock units equal to the number of shares of
Company Common Shares the Participant would have received
in the dividend with respect to his or her restricted stock
units had the Restricted Stock Units been outstanding
shares of Company Common Shares on the dividend payment
date; and (ii) in the case of a cash dividend or other
distribution, by crediting the Participant with an
additional number of restricted stock units equal to the
quotient of (A) the aggregate cash amount the Participant
would have received in the dividend with respect to his or
her restricted stock units had the restricted stock units
been outstanding shares of Company Common Shares on the
dividend payment date, divided by (B) the Fair Market Value
of a share of Company Common Shares on the dividend payment
date, rounded down to the nearest whole share. Any
additional restricted stock units issued as dividend
equivalents are subject to the same vesting and other terms
and conditions as the underlying restricted stock units.
Performance Grants. Performance grants are the
right to receive an amount denominated in cash (but payable
in cash or common stock), subject to the achievement of
pre-established performance goals. Performance grants shall
be granted and administered to comply with the requirements
of Section 162(m) of the Code. Performance goals are based
on objective and quantifiable performance criteria. The
performance criteria that the Compensation Committee may
use in establishing performance goals are total shareholder
return, stock price, revenue, gross profit, EBITDA
(earnings before interest, taxes, depreciation and
amortization), EBIT (earnings before interest and taxes),
operating income, pre-tax earnings, net operating profit
after taxes, net income, earnings per share, gross margin,
operating margin, net margin, operating cash flow, free
cash flow, return on assets, return on invested capital,
return on equity, or return on some defined set of assets,
capital or equity as defined by the Compensation Committee.
Performance criteria may be used to measure the performance
of the Company on a consolidated basis or any segment,
sector, one or more customers, subsidiary, affiliate,
division or business unit of the Company. The performance
criteria may be applied either individually, alternatively,
or in any combination and measured on as reported (GAAP),
gross, net or operating basis, on a total or continuing
basis, on an annual or cumulatively over a defined period
of time basis, and can be measured on an absolute,
relative, growth, or per-share basis. The performance
criteria may be measured including or excluding
extraordinary items such as restructuring charges, casualty
losses, insurance recoveries, and other one-time,
non-recurring items.
The Compensation Committee sets the threshold, target and
maximum amounts payable under the performance grant. The
Participant receives the appropriate payments at the end of
the performance period if the performance goals (and other
terms and conditions of the award) are met. The actual
payments under a performance grant can be made in cash,
Company Common Shares, or both, as determined by the
Compensation Committee. Any payments in Common Shares will
be based on the fair market value of Common Shares on the
payment date.
Applicable Withholding Taxes.
The Company shall have the authority and the right to
deduct or withhold, or require a Participant to remit to
the Company, an amount sufficient to satisfy the Companys
obligation to withhold applicable withholding taxes with
respect to any exercise, lapse of restriction or other
taxable event arising as a result of the 2017 Plan. The
obligations of the Company under the 2017 Plan is
conditioned on such payment or arrangements and the Company
will have, to the extent permitted by law, the right to
deduct any such taxes from any payment of any kind
otherwise due to the Participant. Unless otherwise
determined by the Compensation Committee at the time the
Incentive Award is made or thereafter, any such withholding
requirement may be satisfied, in whole or in part, by
withholding from the Incentive Award shares of Company
Common Shares having a fair market value on the date of
withholding equal to the amount that the Company determines
is necessary to satisfy its withholding obligation. All
such elections shall be subject to any restrictions or
limitations that the Compensation Committee, in its sole
discretion, deems appropriate.
Change of Control
If the Company undergoes a Change of Control and the
Company is not the surviving entity and the successor to
the Company does not agree in writing prior to the
occurrence of the change of control to continue and
assume the award following the change of control, or if
for any other reason the award would not continue after
the change of control, then if the award is an option or
stock appreciation right, it will vest fully, any and all
restrictions on exercisability shall lapse; and if the
award is a non-option award, it will immediately vest
fully, and all restrictions shall lapse, and the award
shall be paid; except that, that if the award is
performance-based, any payment under the award will be
computed based on the performance terms of the award and
based on actual performance achieved to the date of the
change of control. No acceleration of vesting,
exercisability and/or payment of an outstanding Incentive
Award will occur in connection with a change of control
if either the Company is the surviving entity, or the
successor to the Company agrees prior to the change of
control to assume the award. However, individual awards
may provide for acceleration under these circumstances.
If an option or stock appreciation right is fully vested
but is not exercised or paid prior to the change of
control and the Company is not the surviving entity and
the successor to the Company does not agree to continue
and assume the award following the change of control, or
if for any other reason the award would not continue
after the change of control, then the Compensation
Committee may provide for the settlement in cash of the
award. An option or stock appreciation right settled by
the Compensation Committee shall automatically terminate.
If, in such circumstances, the Compensation Committee
does not provide for the cash settlement of an option or
stock appreciation right, then upon the change of control
such option or stock appreciation right shall terminate;
provided that the Participant shall be given reasonable
notice of such intended termination and an opportunity to
exercise the option or stock appreciation right prior to
or upon the change of control.
Termination of the2017 Plan
The Board may terminate the 2017 Plan at any time.
Termination will not adversely affect any Incentive Award
outstanding at the time of termination. If not sooner
terminated, the 2017 Plan will terminate on February 26,
2027.
Amendment of the2017 Planor Incentive
Awards
The Board may amend or terminate the 2017 Plan in any
manner as it deems advisable. However, if and to the
extent required by the Code or NASDAQ, shareholders must
approve amendments that would (i) increase the number of
Common Shares that are reserved and available for
issuance under the 2017 Plan; (ii) materially modify the
requirements as to eligibility to participate in the 2017
Plan; (iii) materially increase the benefits that
Participants may receive under the 2017 Plan, or (iv)
expand the types of Incentive Awards provided for under
the 2017 Plan. The Board can amend unilaterally the 2017
Plan (subject to the foregoing limitations) and Incentive
Awards as it deems appropriate (to the extent set forth
in the 2017 Plan) to ensure that the 2017 Plan and
Incentive Awards comply with any section of the Code and
with SEC Rule 16b-3.
Transferability of Incentive Awards
Participants interests in performance grants, restricted
stock units and stock appreciation rights are not
transferable prior to payment, or exercise of the awards,
as the case may be. Restricted stock is not transferable
until the restrictions have lapsed or been removed.
Nonstatutory stock options are transferable only to the
extent provided by the Compensation Committee in the
award agreement and permitted by applicable securities
laws. Incentive stock options are not transferable except
by will or the laws of descent and distribution. Stock
awards are generally transferrable upon issuance.
New Plan Benefits
It is not possible at this time to determine the
benefits that will be received by executive officers or
other employees of the Company under the 2017 Plan if
the plan is approved by our shareholders. Such benefits
will depend on future actions of the Compensation
Committee and on the fair market value of the Company
Common Shares at various future dates and the extent to
which performance goals set by the Compensation
Committee are met.
Federal Income Tax Consequences
Stock Options and Stock Appreciation
Rights.Upon exercise of a nonstatutory stock
option a Participant generally will recognize ordinary
income equal to the difference between the fair market
value of the Common Shares acquired on the date of the
exercise and the exercise price. Upon exercise of a
stock appreciation right, a Participant generally will
recognize ordinary income equal to the difference
between the fair market value on the date of exercise
of Common Shares covered by the surrendered stock
appreciation right over the fair market value of Common
Shares on the date the stock appreciation right was
granted. Generally, such amounts will be included in
the Participant’s gross income in the taxable year in
which exercise occurs. The purchase price paid by the
Participant (in the case of a nonstatutory stock
option), plus the amount included in the Participants
income as a result of exercise, will become the
Participant’s basis in the shares. If the Participant
is an employee, this income is subject to applicable
tax withholding. Any profit or loss realized on the
later sale or exchange of the Common Shares relative to
the Participant’s basis in the shares will be treated
as a capital gain or a capital loss.
Upon exercise of an incentive stock option, a
Participant generally will not recognize income subject
to tax, unless the Participant is subject to the
alternative minimum tax. The purchase price paid by the
Participant will become the Participant’s basis in the
shares. If the Participant holds the Common Shares
purchased upon exercise of an incentive stock option
until the later of two years after the option was
awarded to the Participant or one year after the Common
Shares were issued to the Participant (the “Holding
Period”), then any profit or loss realized on the
later sale or exchange of the Common Shares relative to
the Participant’s basis in the shares will be capital
gain or loss. If the Participant sells or exchanges the
Common Shares prior to expiration of the Holding
Period, the Participant generally will recognize
ordinary income at the time of the sale or exchange
equal to the excess of the fair market value of the
shares at the time of exercise (or, if less, the amount
realized upon the sale or exchange) over the exercise
price. This income will become the Participant’s new
basis in the shares. Any additional profit or loss
relative to this basis will be treated as a capital
gain or a capital loss.
If the grant agreement so provides, a Participant may
pay the exercise price of a nonstatutory stock option
or an incentive stock option by delivery of Common
Shares. Usually when a Participant delivers Common
Shares in satisfaction of all or any part of the
exercise price, no taxable gain is recognized on any
appreciation in the value of the delivered shares,
unless the shares were previously acquired upon the
exercise of an incentive stock option and the
applicable Holding Period with respect to the shares
has not expired. In that case, the Participant will
recognize ordinary income with respect to the delivered
shares in accordance with the principles described
above. Special rules apply to determine the basis of
Common Shares purchased upon the exercise of an option
by the delivery of previously owned shares.
Restricted Stock and Stock Awards.A
Participant generally will not incur federal income tax
when he or she is awarded a share of restricted stock
unless the Participant makes a valid election under
Section 83(b) of the Code with respect to the award. If
a Participant makes such an election, the Participant
generally will recognize ordinary income equal to the
fair market value of the Common Shares subject to the
award on the date of grant, and the Participant
generally will not recognize any additional income at
the time the restrictions lapse in the case of a
restricted stock award. If the Participant does not
make a valid election under Section 83(b) of the Code,
the Participant generally will recognize compensation
income with respect to the restricted stock equal to
the fair market value of the Common Shares subject to
the award at the time or times the restrictions lapse.
A Participant generally will incur federal income tax
(in the form of ordinary income) when he or she
receives a stock award. The income is equal to the fair
market value of the Common Shares subject to the stock
award on the date of grant.
The amount included in a Participant’s income under
a restricted stock award or a stock award will become
the Participant’s basis in the shares subject to
that award. If the Participant is an employee, this
income is subject to applicable tax withholding. Any
profit or loss realized on the later sale or exchange
of the Common Shares relative to the Participant’s
basis in the shares will be treated as a capital gain
or a capital loss.
Restricted Stock Units andPerformance
Grants.Generally, a Participant who receives
restricted stock units will not incur federal income
tax, and the Company will not be allowed a deduction,
at the time the award is granted. When the
Participant receives payment for such awards in cash
or Common Shares, the amount of the cash and the fair
market value of the Common Shares received will be
ordinary income to the employee and will be allowed
as a deduction for federal income tax purposes to the
Company. The Company generally will be entitled to a
deduction equal in amount to the ordinary income
realized by the recipient in the year paid.
Impact of Section 409Aof the Code.The
discussion above is subject to the applicable
provisions of Internal Revenue Code Section 409A. If
at any time the 2017 Plan, any incentive award under
the 2017 Plan, or any arrangement required to be
aggregated with the 2017 Plan or any incentive award
under the 2017 Plan fails to comply with the
applicable requirements of Section 409A of the Code,
all amounts (including earnings) deferred under the
2017 Plan or the award for the taxable year and all
preceding taxable years by any Participant with
respect to whom the failure relates are includible in
that Participant ‘s gross income for the taxable
year, to the extent the amounts are not subject to a
substantial risk of forfeiture and have not
previously been included in the Participant ‘s gross
income. These amounts are also subject to an
additional income tax equal to twenty percent of the
amount required to be included in gross income and to
interest equal to the underpayment rate specified by
the Internal Revenue Service plus one percentage
point, imposed on the underpayments that would have
occurred had the compensation been included in income
for the taxable year when first deferred, or if
later, when no longer subject to a substantial risk
of forfeiture.
Our Income Tax Deduction.Assuming that a
Participant’s compensation is otherwise reasonable
and that the statutory limitations on compensation
deductions do not apply (including the limitations
under Sections 162(m) and 280G of the Code), the
Company usually will be entitled to a business
expense deduction when and for the amount that a
Participant recognizes as ordinary compensation
income in connection with an incentive award, as
described above. The Company generally does not
receive a deduction in connection with the exercise
of an incentive stock option, unless the Participant
disposes of the Common Shares purchased on exercise
before satisfying the Holding Period requirements.
The above description of tax consequences is
general in nature and does not purport to be
complete. Moreover, statutory provisions and the
rules and regulations promulgated thereunder are
subject to change, as are their interpretations, and
their application may vary in individual
circumstances. Additionally, the consequences under
applicable state and local income tax laws, rules and
regulations may not be the same as under federal
income tax laws, rules and regulations.
Item5.07 Submission of
Matters to a Vote of Security Holders.
On March 28, 2017, the Company held its annual
meeting of shareholders at the Green Ridge
Recreation Center, 7415 Wood Haven Road, Roanoke,
Virginia for the purposes of (1) electing six
directors from the slate of directors nominated in
accordance with OCCs bylaws to serve until the next
annual meeting of shareholders, (2) approving the
Optical Cable Corporation 2017 Stock Incentive Plan
(the 2017 Plan), including the reservation of
500,000 new Common Shares of the Company for
issuance under the 2017 Plan, (3) ratifying the
appointment of Brown, Edwards Company, L.L.P. as
the independent registered public accounting firm
for OCC for fiscal year 2017 and (4) approving, on
a non-binding advisory basis, the compensation paid
to the Companys named executive officers.
1. Election of Directors. Each of
the following directors were elected to serve until
the next annual meeting of shareholders and until
their successors are duly elected and qualified.
The vote regarding such directors was as follows:
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Directors |
Common Share Votes For |
Common Share Votes Withheld |
Common Share Broker |
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Neil D. Wilkin, Jr. |
3,732,729 |
1,004,528 |
1,920,951 |
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Randall H. Frazier |
3,703,596 |
1,033,661 |
1,920,951 |
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John M. Holland |
3,651,807 |
1,085,450 |
1,920,951 |
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John A. Nygren |
4,290,979 |
446,278 |
1,920,951 |
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Craig H. Weber |
3,772,467 |
964,790 |
1,920,951 |
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John B. Williamson, III |
4,117,714 |
619,543 |
1,920,951 |
2. Approval of the 2017 Plan, including the
reservation of 500,000 new Common Shares of the
Company for issuance under the 2017 Plan.
The 2017 Plan was approved and 500,000 new common
shares of the Company were reserved for issuance
under the 2017 Plan. The vote regarding the
approval and reservation was as follows:
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Number of Common Share Votes For |
3,845,278 |
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Number of Common Share Votes Against |
887,240 |
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Number of Common Share Votes Abstain |
4,739 |
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Number of Common Share Broker Non-Votes |
1,920,951 |
3. Ratification of Brown, Edwards
Company,
L.L.P. Brown, Edwards Company,
L.L.P. was ratified as the independent registered
public accounting firm for OCC for fiscal year
2017. The vote regarding the ratification was as
follows:
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Number of Common Share Votes For |
6,563,089 |
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Number of Common Share Votes Against |
85,369 |
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Number of Common Share Votes Abstain |
9,750 |
4. Approval, on a non-binding advisory
basis, the compensation paid to the Companys
named executive officers. The
compensation paid to the Companys named executive
officers was approved on a non-binding advisory
basis. The vote regarding the approval was as
follows:
|
Number of Common Share Votes For |
4,279,675 |
|
Number of Common Share Votes Against |
447,858 |
|
Number of Common Share Votes Abstain |
9,724 |
|
Number of Common Share Broker Non-Votes |
1,920,951 |
No other matters were voted upon at the annual
meeting of shareholders.
Item 7.01 Regulation FD
Disclosure.
On March 28, 2017, following the formal portion
of the shareholder meeting, Mr. Neil Wilkin,
Chairman of the Board, President and CEO,
provided a brief presentation on the Company. The
material portions of the presentation are
attached hereto as Exhibit 99.1.
The information in the preceding paragraph, as
well as Exhibit 99.1, shall not be deemed filed
for purposes of Section 18 of the Securities
Exchange Act of 1934 (the Exchange Act), or
otherwise subject to the liabilities of that
section. It may only be incorporated by reference
into another filing under the Exchange Act or
Securities Act of 1933 if such subsequent filing
specifically references Section 7.01 of this
Current Report on Form 8-K. All information in
Exhibit 99.1 speaks as of the date thereof and
the Company does not assume any obligation to
update said information in the future. In
addition, the Company disclaims any inference
regarding the materiality of such information
which otherwise may arise as a result of its
furnishing such information under Item 7.01 of
this report on Form 8-K.
Item9.01. Financial
Statements and Exhibits.
(d) Exhibits
The following is filed or furnished, as noted as
an Exhibit to this Report.
|
ExhibitNo. |
|
Description of Exhibit |
|
10.1 |
|
Optical Cable Corporation 2017 Stock |
| 99.1 |
Presentation Materials from Shareholder Meeting on March 28, 2017. (FURNISHED HEREWITH) |
|
About OPTICAL CABLE CORPORATION (NASDAQ:OCC)
Optical Cable Corporation (OCC) is a manufacturer of a range of fiber optic and copper data communication cabling and connectivity solutions primarily for the enterprise market, and various harsh environment and specialty markets. The Company’s product offerings include designs for uses ranging from enterprise networks, datacenters, residential and campus installations to customized products for specialty applications and harsh environments. OCC products include fiber optic and copper cabling, fiber optic and copper connectors, specialty fiber optic and copper connectors, fiber optic and copper patch cords, pre-terminated fiber optic and copper cable assemblies, racks, cabinets, datacom enclosures, patch panels, face plates, multi-media boxes, fiber optic reels and accessories, and other cable and connectivity management accessories. It markets and sells its harsh environment and specialty connectivity product offering under the names Optical Cable Corporation and OCC. OPTICAL CABLE CORPORATION (NASDAQ:OCC) Recent Trading Information
OPTICAL CABLE CORPORATION (NASDAQ:OCC) closed its last trading session 00.00 at 2.80 with 2,409 shares trading hands.