RBC BEARINGS INCORPORATED (NASDAQ:ROLL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.07 Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Executive Officer Performance Based Compensation Plan
The RBC Bearings Incorporated (the “Company”) Executive Officer Performance Based Compensation Plan (the “Plan”) was approved by the stockholders at its Annual General Meeting of Stockholders on September 13, 2017 and became effective as of April 2, 2017. The Plan was filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 27, 2017 as Exhibit 10.1 to a Current Report on Form 8-K and is incorporated herein by reference.
2017 Long Term Incentive Plan
TheCompany’s 2017 Long Term Incentive Plan(the "LTIP") was approved by the stockholders at its Annual General Meeting of Stockholders on September 13, 2017 and became effective on September 13, 2017. The LTIP was filed with the SEC on July 27, 2017 as Exhibit 10.2 to a Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Amendment to Articles of Incorporation or Bylaws; changes in Fiscal Year.
As reported below in Item 5.07, at the Company’s Annual General Meeting of Stockholders on September 13, 2017, the stockholders approved a proposal to amend the Company’s Bylaws to replace plurality voting with majority voting in uncontested director elections. The amended and restated Bylaws are effective as of September 13, 2017 and as a result, a majority of the total number of votes cast in uncontested director elections will be required for election of directors of the Company beginning in 2018.
A summary of the amendment to the company’s Bylaws was included as part of Proposal 5 in the Company’s definite proxy statement which was filed with the SEC on July 28, 2017 (the “2017 Proxy Statement”). The above description and the summary contained in the 2017 Proxy Statement are qualified by and subject to the full text of the Bylaws as amended and restated which are filed as Exhibit 3.1 to this report and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
| (a) | At the Company’s Annual General Meeting of Stockholders on September 13, 2017, the stockholders (1)elected all three of the Company’s nominees for director; (2)ratified the appointment of Ernst & Young LLP as the Company’s IndependentRegistered Public Accounting Firm for fiscalyear 2018; (3) approved, on an advisory basis, the compensation paid to the Company's named executive officers; (4) approved, on an advisory basis, the frequency of the advisory vote on compensation paid to the Company’s named executive officers to be held every year; (5) approved a resolution to amend the Company’s Bylaws to replace the plurality voting standard with a majority voting standard in uncontested director elections; (6) approved the Company’s Executive Officer Performance Based Compensation Plan; and (7) approved the Company’s 2017 Long Term Incentive Plan with the number of authorized shares to be issued under the 2017 Long Term Incentive Plan equal to 1,500,000. |
| (b) | Shares were voted on these proposals as follows: |
Proposal 1. The election of one director in Class III to serve a term of one year and the election of two directors in Class III to serve a term of three years
| Nominees | For | Withheld | BrokerNon Vote | |
| (a) | Mitchell I. Quain | 19,481,798 | 3,418,499 | 471,104 |
| (b) | Dr. Michael J. Hartnett | 22,487,622 | 412,675 | 471,104 |
| (b) | Dr. Amir Faghri | 21,715,161 | 1,185,136 | 471,104 |
(a) to hold office in Class III for a one year term until the Company’s 2018 Annual General Meeting of Stockholders.
(b) to hold office in Class III for a three year term until the Company’s 2020 Annual General Meeting of Stockholders:
Proposal 2. To ratify the appointment of Ernst & Young LLP as the Company’s IndependentRegistered Public Accounting Firm for fiscalyear 2018:
|
For |
Against | Abstain |
| 23,364,383 | 5,684 | 1,334 |
Proposal 3. The approval, on an advisory basis, of the compensation paid to the Company's named executive officers.
|
For |
Against | Abstain | BrokerNonVote |
| 22,485,089 | 356,551 | 58,657 | 471,104 |
Proposal 4. The approval, on an advisory basis, of the frequency of holding a stockholder advisory vote on the Company’s named executive officer compensation
|
1 year |
2 years |
3 years |
Abstain |
| 17,709,800 | 33,901 | 5,156,094 |
Proposal 5. To approve the ratification of the amendment of the Company’s Bylaws to replace plurality voting with majority voting in uncontested director elections.
|
For |
Against | Abstain | BrokerNonVote |
| 22,877,874 | 14,956 | 7,467 | 471,104 |
Proposal 6. To approve the Company’s Executive Officer Performance Based Compensation Plan.
|
For |
Against | Abstain | BrokerNonVote |
| 22,490,891 | 387,423 | 21,983 | 471,104 |
Proposal 7. To approve the Company’s 2017 Long Term Incentive Plan with the number of authorized shares to be issued under the 2017 Long Term Incentive Plan equal to 1,500,000.
|
For |
Against | Abstain | BrokerNonVote |
| 16,324,175 | 6,554,851 | 21,271 | 471,104 |
(d) As indicated in the 2017 Proxy Statement, based on the stockholder vote on Proposal 4 above, the Company will conduct an advisory vote on executive compensation annually until the next vote on the frequency of the advisory vote on executive compensation.
Item 5.07 Financial Statements and Exhibits.
(d)Exhibits
RBC Bearings INC ExhibitEX-3.1 2 s107524_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 BYLAWS OF RBC BEARINGS INCORPORATED A Delaware Corporation (Amended and restated as of September 13,…To view the full exhibit click here
About RBC BEARINGS INCORPORATED (NASDAQ:ROLL)
RBC Bearings Incorporated is an international manufacturer and marketer of engineered precision bearings and products, which are integral to the manufacture and operation of machines, aircraft and mechanical systems. The Company operates through four segments: Plain Bearings; Roller Bearings; Ball Bearings, and Engineered Products. The Company has over 40 facilities of which over 30 are manufacturing facilities in approximately five countries. The Company classifies its customers into two categories: industrial and aerospace. The Company manufactures bearings and engineered products for a range of diversified industrial markets, including construction and mining, oil and natural resource extraction, heavy truck, marine, rail and train, packaging, semiconductor machinery and the general industrial markets. The Company supplies bearings and engineered products for use in commercial, private and military aircraft and aircraft engines, guided weaponry, and vision and optical systems.
