Document


 
 
 
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
 
 
 
 
FORM 8-K
 
 
 
 
 
CURRENT REPORT
Pursuant To Section 13 Or 15(d) of The Securities Exchange Act of 1934
 
 
May 25, 2017
 
Date of Report
(Date of Earliest Event Reported)
 
 
 
 

RAVEN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

 
 
 
 
 
 
South Dakota
001-07982
46-0246171
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
205 East 6th Street, P.O. Box 5107, Sioux Falls, SD 57117-5107
(Address of principal executive offices)
 
(605) 336-2750
(Registrant's telephone number including area code)
 
 
 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))    
 
 
 
 
 









Item 5.07. Submission of Matters to a Vote of Security Holders.

Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders at the 2017 Annual Meeting:

 
 
Votes For
 
Votes Against/Withheld
 
Broker
Non-Votes
1.
Election of Directors
 
 
 
 
 
 
 
 
 
 
 
 
 
Jason M. Andringa
28,597,327.933

 
205,855.600

 
5,067,072.000

 
David L. Chicoine
28,641,263.345

 
161,920.188

 
5,067,072.000

 
Thomas S. Everist
28,124,722.736

 
678,460.797

 
5,067,072.000

 
Mark E. Griffin
28,298,598.900

 
504,584.633

 
5,067,072.000

 
Kevin T. Kirby
28,430,549.979

 
372,633.554

 
5,067,072.000

 
Marc E. LeBaron
27,879,803.979

 
923,379.554

 
5,067,072.000

 
Daniel A. Rykhus
28,483,722.719

 
319,460.814

 
5,067,072.000

 
Heather A. Wilson
Resigned

 
Resigned

 
Resigned


 
 
 
Votes For
 
Votes Against/Withheld
 
Abstentions
 
Broker Non-Votes
2.
To approve, in a non-binding advisory vote, the compensation of our executive officers disclosed in the Proxy Statement.
 
28,172,655.559

 
507,801.833

 
122,726.141

 
5,067,072.000

 
 
 
 
 
 
 
 
 
 

 
 
 
One Year
 
Two Years
 
 
Three Years
 
Abstentions
Broker Non-Votes
3.
To approve, in a non-binding advisory vote, on the preferred frequency of non-binding advisory votes to approve our executive officer compensation.
 
22,714,714.609
 
116,139.936

 
 
5,866,243.888
 
106,085.100

5,067,072.000

 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
Votes For
 
Votes Against/Withheld
 
Abstentions
 
Broker Non-Votes
4.
Vote to renew the material terms of the performance-based goals under the Company's 2010 Stock Incentive Plan, as amended, to allow certain grants and awards to continue to qualify as performance-based compensation under Internal Revenue Code Section 162(m).
 
28,168,031.214

 
497,154.178

 
137,998.141

 
5,067,072.000

 
 
 
 
 
 
 
 
 
 

 
 
Votes For
 
Votes Against/Withheld
 
Abstentions
5.
Ratification of the appointment of Deloitte & Touche, LLP as the Independent Registered Public Accounting Firm.
33,279,283.677

 
135,597.260

 
455,374.596

 
 
 
 
 
 
 





Based upon the submission of proxies and ballots by the required votes all directors/nominees have been elected, the non-binding advisory vote on executive compensation and the frequency of non-binding advisory votes to approve executive compensation for a frequency of every year has been approved, the vote to renew the Performance-based goals under the Company's 2010 Stock Incentive Plan were approved, and Deloitte & Touche, LLP has been ratified as the company’s accounting firm.

Each proposal was approved by the Company’s stockholders by the required vote.



Item 9.01. Financial Statements and Exhibits

Exhibit        Description






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                                
RAVEN INDUSTRIES, INC.
/s/ Steven E. Brazones
Vice President & Chief Financial Officer, Secretary
            
Date: May 30, 2017