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 17, 2017
MSA SAFETY INCORPORATED
(Exact name of registrant as specified in its charter)
Pennsylvania | 1-15579 | 46-4914539 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) |
1000 Cranberry Woods Drive Cranberry Township, PA | 16066 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 724-776-8600
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.
The annual meeting of shareholders of MSA Safety Incorporated was held on May 17, 2017. The following matters were acted upon:
1. Election of Directors
Diane M. Pearse, L. Edward Shaw, Jr. and William M. Lambert were elected to serve until the Annual Meeting in 2020, by the following votes:
Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
Diane M. Pearse | 28,731,640 | 919,979 | 6,558,999 | |||
L. Edward Shaw, Jr. | 26,794,998 | 2,856,621 | 6,558,999 | |||
William M. Lambert | 28,947,172 | 704,447 | 6,558,999 | |||
Continuing as directors, with terms expiring in 2018, are John T. Ryan III and Thomas H. Witmer. Continuing as directors, with terms expiring in 2019, are Robert A. Bruggeworth, Alvaro Garcia-Tunon and Rebecca B. Roberts.
2. Approval of the Adoption of the Company’s 2017 Non-Employee Directors' Equity Incentive Plan
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
28,841,965 | 763,805 | 45,849 | 6,558,999 | |||
3. Selection of Independent Registered Public Accounting Firm
Ernst & Young LLP was selected as the independent registered public accounting firm for the year ending December 31, 2017, by the following votes:
Votes For | Votes Against | Abstentions | ||
36,037,945 | 127,575 | 45,098 | ||
4. Advisory Vote on Executive Compensation
The results of the advisory vote on the executive compensation of the Company’s named executive officers were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
29,198,247 | 391,679 | 61,693 | 6,558,999 | |||
5. Advisory Vote on Frequency of Votes on Executive Compensation
The results of the advisory vote on the frequency of the advisory vote the on executive compensation of the Company’s named executive officers were as follows:
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
25,510,925 | 76,003 | 4,021,655 | 43,036 | 6,558,999 | ||||
The Company intends to hold the say on pay vote on an annual basis.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 | MSA Safety Incorporated Press Release dated May 18, 2017, announcing annual meeting results. |
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 thereunto duly authorized.
MSA SAFETY INCORPORATED
(Registrant)
By /s/ Douglas K. McClaine
_________________________________________
Douglas K. McClaine
Senior Vice President, Secretary and
Chief Legal Officer
Date: May 22, 2017
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | MSA Safety Incorporated Press Release dated May 18, 2017, announcing annual meeting results. | |
Exhibit 99.1
FROM: MSA (MSA Safety Incorporated)
Ticker: MSA (NYSE)
Media Contact: Mark Deasy – (724) 741-8570
Investor Relations Contact: Kenneth Krause – (724) 741-8534
MSA Safety Shareholders Re-Elect Three Directors at Annual Meeting
Robert A. Bruggeworth Appointed Independent Lead Director
PITTSBURGH, May 18, 2017 – At its annual meeting of shareholders, held yesterday in Cranberry Township, Pa., global safety equipment manufacturer MSA Safety Incorporated (NYSE: MSA) announced that, based on a majority of shareholder votes, Diane M. Pearse, Chief Executive Officer and President of Hickory Farms, LLC; L. Edward Shaw, Jr., former Senior managing Director of Breeden Capital Management LLC; and William M. Lambert, MSA Chairman, President and CEO, have been re-elected as Directors of the company. Ms. Pearse, Mr. Shaw and Mr. Lambert will each serve for a term of three years.
Following the meeting, the MSA Board appointed Robert A. Bruggeworth, President and Chief Executive Officer of Qorvo, Inc., as Independent Lead Director, succeeding Thomas A. Witmer. Mr. Witmer, retired and former President and CEO of Medrad, Inc., will continue to serve MSA as a Director.
Prior to the meeting, MSA showcased a variety of its latest innovations in safety technology, including its breakthrough integrated thermal imaging camera (iTIC) - a new accessory for the company’s G1 Self-Contained Breathing Apparatus. The iTIC cost effectively puts thermal imaging capabilities in the hands of individual firefighters.
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Also showcased were MSA’s expanded line of best-in-class fall protection equipment, and the recently launched line of Ultima X5000 and S5000 Gas Monitors, which help protect facility infrastructures and workers from combustible and toxic gas hazards, while significantly reducing maintenance requirements and costs.
About MSA
Established in 1914, MSA Safety Incorporated is the global leader in the development, manufacture and supply of safety products that protect people and facility infrastructures. Many MSA products integrate a combination of electronics, mechanical systems and advanced materials to protect users against hazardous or life-threatening situations. The company's comprehensive product line is used by workers around the world in a broad range of markets, including the oil, gas and petrochemical industry, the fire service, the construction industry, mining and the military. MSA’s core products include self-contained breathing apparatus, fixed gas and flame detection systems, portable gas detection instruments, industrial head protection products, fire and rescue helmets, and fall protection devices. With 2016 revenues of $1.15 billion, MSA employs approximately 4,300 people worldwide. The company is headquartered north of Pittsburgh in Cranberry Township, Pa., and has manufacturing operations in the United States, Europe, Asia and Latin America. With more than 40 international locations, MSA realizes approximately half of its revenue from outside North America. For more information visit MSA’s web site at www.MSAsafety.com.
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