iiin20170208_8k.htm

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): February 7, 2017

 

 

Commission File Number 1-9929

 

 

 

Insteel Industries, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

North Carolina

(State or other jurisdiction of

incorporation or organization)

 

56-0674867

(I.R.S. Employer Identification No.)

     

1373 Boggs Drive, Mount Airy, North Carolina

(Address of principal executive offices)

 

27030

(Zip Code)

 

Registrant’s telephone number, including area code: (336) 786-2141

 

 

 

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

 

Insteel Industries, Inc. (the “Company”) held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”) on February 7, 2017. Set forth below is a brief description of each item submitted to a vote of the shareholders at the Annual Meeting and the final voting results for each item. A more complete description of each item is set forth in the Company’s proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on January 3, 2017.

 

Item Number One – Election of Directors

 

Each of the two nominees named in the proxy statement for the Annual Meeting were elected by the shareholders to the Board based on the following vote:

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker

Non-Votes

             

W. Allen Rogers, II

 

15,498,133

 

1,125,237

 

1,195,448

             

Jon M. Ruth

 

16,443,634

 

179,737

 

1,195,448

 

Mr. Rogers was elected for a three year term ending at the 2020 Annual Meeting. Mr. Ruth was elected to fill the remaining balance of the term of Louis E. Hannen, who previously resigned.

 

Item Number Two – Advisory Vote on the Compensation of the Company’s Executive Officers

 

The compensation of the Company’s executive officers was approved, on an advisory basis, by the shareholders based on the following vote:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker

Non-Votes

             

16,134,776

 

292,181

 

196,363

 

1,195,448

 

Item Number Three – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.

 

The Shareholders of the Company supported the Board’s recommendation to continue to hold advisory votes on executive compensation each year, based on the following vote:

 

One Year

 

Two Years

 

 

Three Years

 

Abstentions

 

Broker

Non-Votes

                 

13,541,802

 

1,255,127

 

1,729,834

 

96,607

 

1,195,448

                 

 

The Board has determined to continue to hold advisory votes on executive compensation each year until the next advisory vote on the frequency of advisory votes on executive compensation, which will occur no later than the Company’s 2023 Annual Meeting of Shareholders.

 

Item Number Four – Ratification of the Appointment of Grant Thornton LLP

 

The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year 2017 was ratified by the shareholders based on the following vote:

 

Votes For

 

Votes Against

 

Abstentions

         

17,675,820

 

134,295

 

8,402

 

 
 

 

 

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 thereunto duly authorized.

 

INSTEEL INDUSTRIES, INC.

Registrant

 

 

Date: February 8, 2017

 

By:

/s/ James F. Petelle

     

     James F. Petelle

     

     Vice President and Secretary