STONERIDGE, INC. (NYSE:SRI) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01
The Company held its Annual Meeting of Shareholders on May 15, 2018 (the “2018 Annual Meeting”).
At the 2018 Annual Meeting, the Company’s shareholders approved the 2018 Amended and Restated Directors’ Restricted Share Plan (the “2018 Plan”). The 2018 Plan amended and restated the Directors’ Restricted Share Plan (the “DRSP”) to increase the number of common shares available for issuance by an additional 150,000 common shares, bringing the total to 850,000 common shares. In addition, the material changes made to the DRSP in the 2018 Plan are the (i) elimination of the vesting of Restricted Shares granted under the DRSP in the event of “Potential Change in Control” (as defined in the DRSP), and (ii) clarification that forfeited Restricted Shares, but not Restricted Shares used to satisfy tax withholding obligations, shall remain available for issuance under the 2018 Plan. A description of the 2018 Plan is included in the Company’s proxy statement for the 2018 Annual Meeting filed with the SEC on Schedule 14A on April 5, 2018. A copy of the 2018 Plan is attached hereto as Exhibit 99.1.
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting the following matters were voted on by the Company’s shareholders:
| 1. | The eight Company nominees for election to the Board of Directors were elected, each for a one-year term, by the following votes: |
| Nominee | For | Withheld | Broker Non-Votes |
| Jonathan B. DeGaynor | 22,563,728 | 123,580 | 1,842,473 |
| Jeffrey P. Draime | 22,268,729 | 418,579 | 1,842,473 |
| Douglas C. Jacobs | 22,340,809 | 346,499 | 1,842,473 |
| Ira C. Kaplan | 22,546,759 | 140,549 | 1,842,473 |
| Kim Korth | 22,492,808 | 194,500 | 1,842,473 |
| William M. Lasky | 22,218,134 | 469,174 | 1,842,473 |
| George S. Mayes, Jr. | 22,609,349 | 77,959 | 1,842,473 |
| Paul J. Schlather | 22,614,464 | 72,844 | 1,842,473 |
| 2. | The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2018 was approved by the following votes: |
| For | Against | Abstain | Broker Non-Votes |
| 24,361,785 | 149,859 | 18,137 | – |
| 3. | A non-binding advisory resolution to approve the 2017 compensation paid to the Company’s Named Executive Officers was approved by the following votes: |
| For | Against | Abstain | Broker Non-Votes |
| 22,130,406 | 530,416 | 26,486 | 1,842,473 |
| 4. | The approval of the 2018 Amended and Restated Directors’ Restricted Shares Plan: |
| For | Against | Abstain | Broker Non-Votes |
| 21,679,836 | 990,802 | 16,670 | 1,842,473 |
The Company’s policy is to have an advisory non-binding shareholder vote on the compensation of the Company’s Named Executive Officers on an annual basis until the next required shareholder vote on how frequently shareholders will vote on a non-binding resolution to approve the compensation of the Company’s Named Executive Officers.
| ITEM 9.01 | Financial Statements and Exhibits. |
STONERIDGE INC ExhibitEX-99.1 2 tv494390_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Stoneridge,…To view the full exhibit click here
About STONERIDGE, INC. (NYSE:SRI)
Stoneridge, Inc. is a designer and manufacturer of engineered electrical and electronic components, modules and systems for the automotive, commercial, motorcycle, off-highway and agricultural vehicle markets. The Company operates through three segments: Control Devices, Electronics and PST. The Company’s Control Devices segment designs and manufactures products that monitor, measure or activate specific functions within a vehicle and includes product lines, such as sensors, switches, valves, and actuators. The Company’s Electronics segment designs and manufactures electronic instrument clusters, electronic control units and driver information systems. The PST segment is engaged in the design, manufacture and sale of in-vehicle audio and video devices, electronic vehicle security alarms, convenience accessories, vehicle tracking devices and monitoring services primarily for the automotive and motorcycle industry. It operates in approximately 30 locations in over 10 countries.
