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 7, 2019

 

HOUSTON WIRE & CABLE COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware   000-52046   36-4151663
(State of Incorporation)   (Commission File Number)   (IRS employer identification no.)

 

10201 North Loop East    
Houston, TX   77029
(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code:   (713) 609-2100

 

Not Applicable

(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:

 

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule  405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading symbol Name of each exchange on which registered
Common stock, par value $0.001 per share HWCC The Nasdaq Stock Market

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

On May 7, 2019, the Company held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 14,721,214 shares, par value $.001, or approximately 88.61% of the 16,613,012 shares outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy. Set forth below are the matters acted upon by Company stockholders at the Annual Meeting, and the final voting results on each such matter.

 

Proposal 1: Election of Directors. The number of votes cast for and withheld from each nominee, as well as the number of broker non-votes, were as follows:

 

Name of Nominee   Votes For   Votes Withheld
Roy W. Haley     11,967,736       240,054  
Margaret S. Laird     12,091,944       115,846  
James L. Pokluda III     11,955,056       252,734  
Robert L. Reymond     12,093,144       114,646  
Sandford W. Rothe     12,068,630       139,160  
William H. Sheffield     12,058,556       149,234  
G. Gary Yetman     12,065,740       142,050  

 

There were 2,513,424 broker non-votes as to Proposal 1.

 

All seven nominees were elected.

 

Proposal 2: Ratification of Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:

 

Votes For  

Votes For as a Percentage

of Votes Present at the Meeting

  Votes Against   Abstentions
  14,565,054       99.51 %     70,385       85,775  
                             

 

There were no broker non-votes as to Proposal 2.

 

Proposal 2 received the affirmative vote of the holders of at least a majority of the shares of common stock present at the Annual Meeting and therefore was adopted.

 

Proposal 3: Advisory Vote to Approve the Company’s Executive Compensation . The number of votes cast for and against this matter, as well as the number of abstentions and broker non-votes, were as follows:

 

Votes For  

Votes For as a Percentage

of Votes Present at the Meeting

  Votes Against   Abstentions
  11,611,680       96.88 %     373,142       222,968  
                             

 

There were 2,513,424 broker non-votes as to Proposal 3.

 

Proposal 3 received the affirmative vote of the holders of at least a majority of the shares of common stock present at the Annual Meeting and therefore was adopted.

 

 

 

 

 

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.

 

  HOUSTON WIRE & CABLE COMPANY  
         
Date: May 13, 2019 By:         /s/ James L. Pokluda III  
    Name: James L. Pokluda III  
    Title: President and  
      Chief Executive Officer  

 

 

 

 

 

 

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