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 23, 2013
L. B. Foster Company
(Exact name of registrant as specified in its charter)
| Pennsylvania | 000-10436 | 25-1324733 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 415 Holiday Drive, Pittsburgh, Pennsylvania | 15220 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (412) 928-3400
(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 (see General Instruction A.2. below):
| ¨ | 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.
L.B. Foster Company (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) on May 23, 2013. The shareholders considered four proposals, each of which is described in the Company’s definitive proxy statement dated April 12, 2013 and filed with the Securities and Exchange Commission. Results of votes with respect to the proposals submitted at the Annual Meeting are set forth below.
Proposal 1: Election of Directors
| Authority | Withheld | Broker | ||||||||||
| Name |
Granted | Authority | Non-vote | |||||||||
| Robert P. Bauer |
7,794,702 | 689,238 | 1,159,101 | |||||||||
| Lee B. Foster, II |
7,776,846 | 707,094 | 1,159,101 | |||||||||
| Peter McIlroy II |
7,427,218 | 1,056,722 | 1,159,101 | |||||||||
| G. Thomas McKane |
7,402,477 | 1,081,463 | 1,159,101 | |||||||||
| Diane B. Owen |
7,812,250 | 671,690 | 1,159,101 | |||||||||
| William H. Rackoff |
7,400,015 | 1,083,925 | 1,159,101 | |||||||||
| Suzanne B. Rowland |
7,831,588 | 652,352 | 1,159,101 | |||||||||
As a result of the shareholder vote, all of the foregoing candidates were elected.
Proposal 2: Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accountants for 2013:
| Authority | Withheld | Abstained | ||||||||||
| Granted | Authority | Authority | ||||||||||
| Ernst & Young LLP |
9,505,034 | 93,694 | 44,313 | |||||||||
The foregoing proposal was approved.
Proposal 3: Say on pay
| Authority | Withheld | Abstained | Broker | |||||||||||||
| Granted | Authority | Authority | Non-vote | |||||||||||||
| Advisory vote on compensation paid to named executive officers |
7,373,952 | 1,064,881 | 45,107 | 1,159,101 | ||||||||||||
The foregoing proposal was approved.
Proposal 4: Approval of The L. B. Foster Company Executive Annual Incentive Compensation Plan, as amended and restated.
| Authority | Withheld | Abstained | Broker | |||||||||||||
| Granted | Authority | Authority | Non-vote | |||||||||||||
| Approval of the Executive Annual Incentive Compensation Plan |
7,488,975 | 980,596 | 14,369 | 1,159,101 | ||||||||||||
The foregoing proposal was approved.
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 hereunto duly authorized.
| L.B. Foster Company | ||||||
| (Registrant) | ||||||
| Date: May 24, 2013 | ||||||
| /s/ Joseph S. Cancilla | ||||||
| Joseph S. Cancilla | ||||||
| Vice President, General Counsel and Secretary | ||||||