esco8k4feb2016.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 4, 2016
ESCO TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Charter)
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Missouri
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1-10596
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43-1554045
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(State or Other
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(Commission
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(I.R.S. Employer
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Jurisdiction of Incorporation)
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File Number)
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Identification No.)
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9900A Clayton Road, St. Louis, Missouri
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63124-1186
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 314-213-7200
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.113d-4 (c))
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Item 2.02 Results of Operations and Financial Condition
Today, February 9, 2016, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2016 first quarter financial and operating results. See Item 7.01, Regulation FD Disclosure, below.
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2016 Annual Meeting of the Registrant’s stockholders was held on February 4, 2016. Each of the 25,820,250 shares entitled to vote at the meeting was entitled to one vote on each matter voted on at the meeting. The affirmative vote of a majority of the shares represented in person or by proxy at the meeting was required to elect each director and to approve each of the other proposals before the meeting.
At the meeting, there were 23,558,765 shares represented and voted on one or more matters, or 91.2% of the shares entitled to vote at the meeting. The vote totals below are rounded to the nearest whole share.
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1.
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The voting for directors was as follows:
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Nominee
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Votes “For”
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Votes “Withheld”
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Broker Non-Votes
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Percent of Represented Shares Voted “For”
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Leon J. Olivier
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21,848,132
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502,490
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1,208,143
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92.7%
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Victor L. Richey
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21,438,633
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911,989
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1,208,143
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91.0%
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James M. Stolze
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21,702,153
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648,469
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1,208,143
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92.1%
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Because each nominee received a majority of the shares represented at the meeting, all of the nominees were duly elected.
2. The voting to ratify the Registrant’s appointment of KPMG LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending September 30, 2015 was as follows:
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Votes “For”
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Votes “Against”
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Abstentions
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Broker Non-Votes
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Percent of Represented Shares Voted “For”
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23,198,061
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349,407
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11,298
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0
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98.5%
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Because the proposal received a majority of the shares represented at the meeting, it was duly approved.
3. The advisory vote on the resolution to approve the compensation of the Registrant’s executive officers was as follows:
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Votes “For”
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Votes “Against”
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Abstentions
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Broker Non-Votes
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Percent of Represented Shares Voted “For”
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21,584,010
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746,060
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20,552
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1,208,143
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91.6%
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Because the proposal received a majority of the shares represented at the meeting, it was duly approved.
4. The vote on the shareholder proposal relating to sustainability reporting was as follows:
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Votes “For”
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Votes “Against”
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Abstentions
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Broker Non-Votes
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Percent of Represented Shares Voted “For”
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8,465,764
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11,003,573
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2,881,286
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1,208,143
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35.9%
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Because the proposal failed to receive a majority of the shares represented at the meeting, it was not approved.
Item 7.01 Regulation FD Disclosure
Today, February 9, 2016, the Registrant is issuing a press release (Exhibit 99.1) announcing its fiscal 2016 first quarter financial and operating results. The Registrant will conduct a related Webcast conference call today at 4:00 p.m. Central Time. This press release will be posted on the Registrant’s web site located at http://www.escotechnologies.com. It can be viewed through the “Investor Relations” page of the web site under the tab “Press Releases,” although the Registrant reserves the right to discontinue that availability at any time.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description of Exhibit
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99.1
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Press Release dated February 9, 2016
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Other Matters
The information in this report furnished pursuant to Item 2.02 and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act.
References to the Registrant’s web site address are included in this Form 8-K and the press release only as inactive textual references, and the Registrant does not intend them to be active links to its web site. Information contained on the Registrant’s web site does not constitute part of this Form 8-K or the press release.
SIGNATURE
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 hereunto duly authorized.
Date: February 9, 2016
ESCO TECHNOLOGIES INC.
By: /s/Gary E. Muenster
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and Chief Financial Officer
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