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
Date of Report (Date of earliest event reported) May 13, 2020
The ExOne Company
(Exact name of registrant as specified in its charter)
Delaware | 001-35806 | 46-1684608 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
127 Industry Boulevard North Huntingdon, Pennsylvania |
15642 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (724) 863-9663
Not Applicable
(Former name or former address, if changed since last report)
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)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common stock | XONE | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (the Exchange Act) (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 13, 2020, The ExOne Company (the Company) held its 2020 Annual Meeting of Stockholders (the Annual Meeting) solely by means of remote communication, in a virtual format. Holders of a total of 13,324,377 shares of Common Stock were present or represented by proxy at the Annual Meeting, representing approximately 80.97% of the outstanding shares of Common Stock entitled to vote at the Annual Meeting.
The final voting results on the matters considered at the Annual Meeting are provided below.
Proposal 1: The individuals listed below were elected as directors to hold office for a one-year term expiring at the 2021 Annual Meeting of Stockholders.
Director Name | For | Against | Abstained* | Broker Non-Votes* |
Percentage of Votes Cast in Favor of Total Votes Cast |
|||||||||||
S. Kent Rockwell |
9,688,458 | 68,178 | 8,850 | 3,558,891 | 99.30 | % | ||||||||||
John F. Hartner |
9,672,297 | 84,285 | 8,904 | 3,558,891 | 99.14 | % | ||||||||||
John Irvin |
9,661,041 | 95,480 | 8,965 | 3,558,891 | 99.02 | % | ||||||||||
Gregory F. Pashke |
9,666,290 | 89,867 | 9,329 | 3,558,891 | 99.08 | % | ||||||||||
Lloyd A. Semple |
9,650,969 | 104,552 | 9,965 | 3,558,891 | 98.93 | % | ||||||||||
William F. Strome |
9,656,336 | 100,024 | 9,126 | 3,558,891 | 98.97 | % | ||||||||||
Roger W. Thiltgen |
9,672,221 | 83,219 | 10,046 | 3,558,891 | 99.15 | % | ||||||||||
Bonnie K. Wachtel |
9,655,921 | 101,135 | 8,430 | 3,558,891 | 98.96 | % |
* | Abstentions and broker non-votes are not counted in determining the number of votes with respect to Proposal 1 and, therefore, did not affect the outcome of the voting on Proposal 1. |
Proposal 2: Schneider Downs & Co., Inc. was ratified as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2020.
For: 13,231,473 |
Against: 76,515 |
Abstained**: 16,389 |
Broker Non-Votes**: 0 |
Percentage of Votes Cast in Favor of Total Shares Represented at Meeting: 99.30% |
** | Abstentions are counted towards the vote total for Proposal 2 and have the same effect as Against votes. Because broker non-votes are not deemed to be votes entitled to be cast, they did not affect the outcome of the voting on Proposal 2. |
Proposal 3: The amendment to the Companys Certificate of Incorporation to specifically provide for stockholder removal of directors either with or without cause, was not approved, as it did not receive the vote of at least 75% of the voting power of all outstanding shares of the Companys common stock.
For: 9,707,066 |
Against: 50,853 |
Abstained***: 7,567 |
Broker Non-Votes***: 3,558,891 |
Percentage of Votes Cast in Favor of Total Common Shares Outstanding: 58.99% |
*** | Abstentions and broker non-votes are counted towards the vote total for Proposal 3 and have the same effect as Against votes. |
Proposal 4: The compensation paid to the Companys named executive officers in 2019 was approved on a non-binding advisory basis.
For: 9,532,104 |
Against: 209,048 |
Abstained****: 24,334 |
Broker Non-Votes****: 3,558,891 |
Percentage of Votes Cast in Favor of Total Shares Represented at Meeting: 97.61% |
**** | Abstentions are counted towards the vote total for Proposal 4 and have the same effect as Against votes. Because broker non-votes are not deemed to be votes entitled to be cast, they did not affect the outcome of the voting on Proposal 4. |
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.
The ExOne Company | ||||
(Registrant) | ||||
May 15, 2020 |
/s/ Loretta L. Benec | |||
(Date) |
Loretta L. Benec Vice President, General Counsel & Corporate Secretary |