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): October 22, 2013
SPARTON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Ohio | 1-1000 | 38-1054690 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 425 N. Martingale Road Suite 2050 Schaumburg, Illinois |
60173-2213 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 772-7866
N/A
(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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On October 22, 2014, the Company held its 2014 Annual Meeting of shareholders. At the Annual Meeting, the shareholders voted on the following matters:
Proposal 1
Election of Directors
The six nominees for a term ending at the 2015 Annual Meeting received the following votes:
| Name |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| James D. Fast |
7,489,860 | 230,750 | 7,794 | 1,500,742 | ||||||||||||
| Joseph J. Hartnett |
7,516,842 | 171,318 | 40,244 | 1,500,742 | ||||||||||||
| Charles R. Kummeth |
7,508,084 | 179,976 | 40,324 | 1,500,742 | ||||||||||||
| David P. Molfenter |
7,447,712 | 240,248 | 40,444 | 1,500,742 | ||||||||||||
| James R. Swartwout |
7,547,702 | 172,401 | 8,301 | 1,500,742 | ||||||||||||
| Cary B. Wood |
7,504,505 | 183,655 | 40,244 | 1,500,742 | ||||||||||||
Proposal 2
Ratification of the Appointment of Independent Registered Public Accountants
The proposal to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2015 by an advisory vote received the following votes:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 7,985,670 | 420,373 | 823,103 | 0 |
Proposal 3
Advisory Vote on Named Executive Officer Compensation
The proposal to approve the Named Executive Officer compensation by an advisory vote received the following votes:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 7,499,306 | 30,676 | 196,922 | 1,502,242 |
Proposal 4
Vote to Approve Amendment to Company’s Amended and Restated Code of Regulations
The proposal to approve amendment to the Company’s Code of Regulations to designate the state and federal courts of Ohio as the sole and exclusive forum for actions against the Company, unless it consents in writing to an alternative arrangement, received the following votes:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 4,046,577 | 3,667,183 | 9,444 | 1,505,942 |
Proposal 5
Re-approval of Material Terms of the 2010 Long-Term Stock Incentive Plan
The proposal to approve the Sparton Corporation 2010 Long-Term Stock Incentive Plan received the following votes:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 7,521,585 | 177,940 | 27,379 | 1,502,242 |
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.
| SPARTON CORPORATION | ||||
| Dated: October 24, 2014 | By: | /s/ Cary B. Wood | ||
| Cary B. Wood, President and Chief Executive Officer | ||||