Current Report Filing (8-k)
14 Maggio 2019 - 12:08PM
Edgar (US Regulatory)
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
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000-52046
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36-4151663
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(State of Incorporation)
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(Commission File Number)
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(IRS employer identification no.)
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10201 North Loop East
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Houston, TX
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77029
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(Address of principal executive offices)
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(Zip code)
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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
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Trading symbol
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Name of each exchange on which registered
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Common stock, par value $0.001 per share
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HWCC
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The Nasdaq Stock Market
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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
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Votes For
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Votes Withheld
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Roy W. Haley
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11,967,736
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240,054
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Margaret S. Laird
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12,091,944
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115,846
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James L. Pokluda III
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11,955,056
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252,734
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Robert L. Reymond
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12,093,144
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114,646
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Sandford W. Rothe
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12,068,630
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139,160
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William H. Sheffield
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12,058,556
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149,234
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G. Gary Yetman
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12,065,740
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142,050
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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
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Votes For as a Percentage
of Votes Present at the Meeting
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Votes Against
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Abstentions
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14,565,054
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99.51
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%
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70,385
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85,775
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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
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Votes For as a Percentage
of Votes Present at the Meeting
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Votes Against
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Abstentions
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11,611,680
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96.88
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%
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373,142
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222,968
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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.
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HOUSTON WIRE & CABLE COMPANY
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Date: May 13, 2019
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By:
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/s/ James L. Pokluda III
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Name:
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James L. Pokluda III
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Title:
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President and
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Chief Executive Officer
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