Universal Stainless Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
At the 2017 Annual Meeting of Stockholders (the Annual Meeting)
of Universal Stainless Alloy Products, Inc. (the Company) held on
May3, 2017, the Companys stockholders approved the Universal
Stainless Alloy Products, Inc. 2017 Equity Incentive Plan (the
2017 Plan). The 2017 Plan was adopted by the Companys Board of
Directors on January28, 2017, subject to stockholder approval at
the Annual Meeting.
The 2017 Plan will be administered by the Compensation Committee
of the Companys Board of Directors, which will select award
recipients from the eligible participants, determine the types of
awards to be granted and determine the applicable terms,
conditions, performance criteria, restrictions and other
provisions of such awards, including any applicable vesting
terms. The 2017 Plan incorporates a broad variety of cash-based
and equity-based incentive compensation elements to provide the
Compensation Committee with significant flexibility. Subject to
permitted adjustments for certain corporate transactions, the
maximum number of shares of the Companys common stock that may be
delivered under the 2017 Plan is 568,357 shares, including
168,357 shares that remained available for grant under the
Universal Stainless Alloy Products, Inc. Omnibus Incentive Plan.
The foregoing description of the 2017 Plan is qualified in its
entirety by the full text of the 2017 Plan appearing as Appendix
A to the Companys definitive proxy statement filed with the
Securities and Exchange Commission on April13, 2017, which is
incorporated herein by reference.
| Item5.07. |
Submission of Matters to a Vote of Security Holders. |
On May3, 2017, the Company held the Annual Meeting. Below are the
voting results for each matter submitted for a vote of the
Companys stockholders at the Annual Meeting:
| 1. | Election of Directors: |
|
NAME |
FOR | WITHHELD | BROKER NON-VOTES | |||
|
Dennis M. Oates |
4,917,522 | 324,715 | 794,937 | |||
|
Christopher L. Ayers |
5,019,650 | 222,587 | 794,937 | |||
|
Douglas M. Dunn |
4,897,254 | 344,983 | 794,937 | |||
|
M. David Kornblatt |
5,019,651 | 222,586 | 794,937 | |||
|
Udi Toledano |
4,917,381 | 324,856 | 794,937 |
| 2. |
Advisory, non-binding resolution to approve the compensation of the Companys named executive officers: |
|
FOR |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES |
|||
|
5,085,950 |
153,658 | 2,629 | 794,937 |
| 3. |
Advisory, non-binding resolution to recommend the frequency of advisory, non-binding stockholder votes to approve the compensation for the Companys named executive officers: |
|
ONEYEAR |
TWOYEARS |
THREEYEARS |
ABSTENTIONS |
BROKER NON-VOTES |
||||
|
4,466,434 |
99,634 | 666,869 | 9,300 | 794,937 |
In accordance with the recommendation of the Companys Board of
Directors on this matter and these voting results, the Company
has determined to hold an advisory, nonbinding vote to approve
the compensation of the Companys named executive officers each
year until the next stockholder vote on the frequency of such
advisory, non-binding votes. A
stockholder vote on the frequency of such advisory, non-binding
votes is required to be held at least once every six
years.
| 4. |
Approval of the Universal Stainless Alloy Products, Inc. 2017 Equity Incentive Plan: |
|
FOR |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES |
|||
|
3,969,706 |
1,270,390 | 2,141 | 794,937 |
| 5. |
Ratification of the appointment of Schneider Downs Co., Inc. as the Companys independent registered public accountants for 2017: |
|
FOR |
AGAINST |
ABSTENTIONS |
||
|
5,857,230 |
131,567 | 48,377 |
| Item9.01. | Financial Statements and Exhibits. |
(d)
Exhibits
| 10.1 |
Universal Stainless Alloy Products, Inc. 2017 Equity Incentive Plan (incorporated by reference to Appendix A to the definitive proxy statement filed by Universal Stainless Alloy Products, Inc. on April13, 2017). |
About Universal Stainless & Alloy Products, Inc. (NASDAQ:USAP)
Universal Stainless & Alloy Products, Inc. manufactures and markets semi-finished and finished specialty steel products, including stainless steel, nickel alloys, tool steel and certain other alloyed steels. The Company’s manufacturing process involves melting, remelting, heat treating, hot and cold rolling, forging, machining and cold drawing of semi-finished and finished specialty steels. The Company also performs conversion services on materials supplied by customers. The Company’s manufacturing locations include Bridgeville and Titusville, Pennsylvania; Dunkirk, New York, and North Jackson, Ohio. The Company produce a range of specialty steel grades using several manufacturing processes, including argon oxygen decarburization (AOD), electro-slag remelted (ESR), vacuum induction melting (VIM) and vacuum-arc remelted (VAR). It manufactures its products within the product lines, including Stainless Steel, High-Strength Low Alloy Steel, Tool Steel and High-Temperature Alloy Steel. Universal Stainless & Alloy Products, Inc. (NASDAQ:USAP) Recent Trading Information
Universal Stainless & Alloy Products, Inc. (NASDAQ:USAP) closed its last trading session up +0.33 at 18.67 with 27,990 shares trading hands.