Item 2.02 Results of Operations and Financial Condition
The information set forth in this Item 2.02 of Form 8-K, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on
Proposal No. 1 - Election of Directors.
The shareholders of the Company elected each of the Director nominees proposed
by the Company's Board of Directors. Messrs. Rayburn, Johnson and
Votes For Percent(1) Votes Withheld Percent(1) Broker Non-Votes
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Proposal No. 2 - Advisory Vote on the Compensation of the Company's Named Executive Officers.
In an advisory vote, the shareholders of the Company approved the compensation of the Company's Named Executive Officers. The Company includes such an advisory vote on the Company's Named Executive Officer compensation in its proxy materials every year, and intends to continue to provide such an advisory vote on an annual basis until the next required non-binding advisory vote on the frequency of such votes on executive compensation. The following is a breakdown of the voting results:
Votes For Votes Against Abstentions Broker Non-Votes
Number of Votes Cast: 9,372,190 277,689 680,751 1,084,030
Proposal No. 3 - Appointment of
The shareholders of the Company ratified the appointment of
Votes For Votes Against Abstentions
Number of Votes Cast: 11,368,600 41,937 4,123
Proposal No. 4 - Approval of the
The shareholders of the Company approved the
Votes For Votes Against Abstentions Broker Non-Votes
Number of Votes Cast: 7,022,020 2,966,920 341,689 1,084,030
(1) Percentages shown for election of Directors (Proposal No. 1) are based on
totals of votes cast for and votes withheld from each indicated Director. Abstentions and broker non-votes were not considered as part of the totals on which percentages were based.
Item 7.01 Regulation FD Disclosure
The information set forth under Item 2.02 of this report is incorporated herein by reference solely for the purposes of this Item 7.01.
The information set forth in this Item 7.01 of Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 8.01 Other Events
On
FORWARD LOOKING STATEMENTS
The disclosures in this report on Form 8-K and in the documents incorporated herein by reference contain or may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words "believes," "expects," "intends," "plans," "anticipates," "hopes," "likely," "will," and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Certain factors that could cause the Company's actual future results to differ materially from those discussed are noted in connection with such statements, but other unanticipated factors could arise. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management's view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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EXHIBIT NUMBER DESCRIPTION 10.1 Form ofTwin Disc , Incorporated Non-Employee Director Restricted Stock Agreement (Incorporated by reference to Exhibit 10.1 of the Company's Form 8K filedOctober 30, 2020 , File No. 1-7635). 99.1 Press Release announcing first quarter 2022 financial results. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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