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)

Registrant’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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