Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 13, 2020, following the conclusion of the 2020 Annual Meeting (as
defined below), the Board of Directors (the "Board") of CIRCOR International,
Inc. (the "Company") appointed Bruce Lisman to the Board as a Class I director,
effective immediately, expanding the Board to nine members. The Board has
determined that Mr. Lisman qualifies as an independent director in accordance
with the New York Stock Exchange listing standards and applicable requirements
under the Securities Exchange Act of 1934, as amended. Following the Board's
discussions with GAMCO Asset Management Inc. regarding its director nominations
in connection with the Company's 2020 Annual Meeting of Stockholders (the "2020
Annual Meeting"), the Company agreed to expand the size of the Board and appoint
Mr. Lisman to the Board as a Class I director following the 2020 Annual Meeting.
Mr. Lisman, age 73, is a private investor. He serves as a director of two public
companies: Myers Industries, Inc. (NYSE: MYE), a material handling and
distribution company, and Associated Capital Group, Inc. (NYSE: AC), a financial
services company that was spun-off from GAMCO Investors, Inc. He also serves on
two private company boards-National Life Group, a mutual life insurance company,
and PC Construction, a designer and builder of water treatment plants and
commercial buildings. Prior board service includes The Pep Boys-Manny, Moe &
Jack (2015-2016), an automotive aftermarket retail chain, Merchants Bancshares
(2006-2015), a regional banking company, and Central Vermont Public Service
(2004-2009), an electric utility. On those boards he has served in leadership
positions that include Chairman of the Board, Compensation and Governance
Committees. Before his retirement he was Chairman of JP Morgan's Global Equity
Division (2008-2009) and Co-Head of the Global Equity Division at Bear Stearns
Companies (1987-2008). He is past Chairman and a current board member of
American Forests, America's oldest conservation group. Mr. Lisman's
qualifications to sit on the Board include his financial, global business and
leadership expertise.
Mr. Lisman has been appointed to the Audit Committee of the Board and the
Compensation Committee of the Board. As a non-employee director, Mr. Lisman is
entitled to receive compensation in accordance with the Company's non-employee
director compensation arrangements described under the caption "Director
Compensation" in the Company's Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission (the "SEC") on April 21, 2020. In addition,
Mr. Lisman will enter into an indemnification agreement with the Company in
substantially the same form that the Company has entered into with its other
directors, a copy of which is filed as Exhibit 10.12 to the Annual Report on
Form 10-K filed by the Company with the SEC on March 12, 2003.
Mr. Lisman has no direct or indirect material interest in any existing or
currently proposed transaction that would require disclosure under Item 404(a)
of Regulation S-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 12, 2020, the stockholders of the Company approved an amendment to the
Company's Amended and Restated Certificate of Incorporation (the "Certificate
Amendment") to implement a majority voting standard for uncontested director
elections and to phase-out the Company's classified Board. The Company filed the
Certificate Amendment, which was effective upon filing, with the Secretary of
State of the State of Delaware on June 12, 2020. The foregoing description of
the Certificate Amendment is qualified in its entirety by reference to the full
text of the Certificate Amendment, a copy of which is attached as Exhibit 3.1 to
this Current Report on Form 8-K and is incorporated by reference herein.
The Board previously approved the Company's Second Amended and Restated By-laws
(the "Second Amended and Restated By-laws") to implement a majority voting
standard for uncontested director elections (the "Majority Voting Standard"),
with such amendment conditioned upon the stockholders approving, at the 2020
Annual Meeting, the amendment of the Company's Amended and Restated Certificate
of Incorporation (the "Certificate of Incorporation") to implement the Majority
Voting Standard, as described under Item 5.07 below, and the filing of such
amendment with the Delaware Secretary of State. Such Second Amended and Restated
By-laws became effective on June 12, 2020. The foregoing description of the
Second Amended and Restated Bylaws is qualified in its entirety by reference to
the full text of the Second Amended and Restated Bylaws, a copy of which is
attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated
by reference herein.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2020 Annual Meeting on June 12, 2020. The proposals before
the Company's stockholders at the 2020 Annual Meeting, and the results of voting
on such proposals, are as provided below:
(i) To amend the Certificate of Incorporation to implement a majority voting
standard for uncontested director elections to first take effect at the Annual
Meeting of Stockholders in 2021. The voting results were as follows:
VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES
18,910,994 13,884 1,116 0
(ii) To amend the Certificate of Incorporation to declassify the Board. The
voting results were as follows:
VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES
18,912,291 12,637 1,066 0
(iii) Election of Directors. The following persons were elected as Class III
directors for one year term, such term to continue until the Annual Meeting of
Stockholders to be held in 2021 and until each such director's successor is duly
elected and qualified or until each such director's earlier death, resignation
or removal:
VOTES FOR VOTES WITHHELD BROKER NON-VOTES
John (Andy) O'Donnell 16,626,902 2,299,092 0
Scott A. Buckhout 16,822,153 2,103,841 0
(iv) Approval of the advisory resolution regarding the compensation of the
Company's named executive officers. The voting results for this matter were as
follows:
VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES
16,843,331 2,081,051 1,612
0
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of CIRCOR International, Inc.
3.2 Second Amended and Restated By-laws of CIRCOR International, Inc.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (formatted as inline XBRL and
104 contained in Exhibit 101)
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