8K




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 6, 2014


MSA SAFETY INCORPORATED
(Exact name of registrant as specified in its charter)
Pennsylvania
1-15579
46-4914539
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification Number)


1000 Cranberry Woods Drive
Cranberry Township, PA


16066
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: 724-776-8600

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

The annual meeting of shareholders of MSA Safety Incorporated was held on May 6, 2014. The following matters were acted upon:


1 and 2. Election of Directors

Diane M. Pearse, L. Edward Shaw, Jr. and William M. Lambert were elected to serve until the Annual Meeting in 2017, by the following votes:


Nominee
 

Votes For
 
Votes Withheld
 
Broker
Non-Votes
Diane M. Pearse
 
28,820,829
 
213,241
 
6,230,432
L. Edward Shaw, Jr.
 
28,798,261
 
235,809
 
6,230,432
William M. Lambert
 
28,803,467
 
230,603
 
6,230,432

Rebecca B. Roberts was elected to serve until the Annual Meeting in 2016, by the following votes:


Nominee
 

Votes For
 
Votes Withheld
 
Broker
Non-Votes
Rebecca B. Roberts
 
28,828,844
 
205,226
 
6,230,432

Continuing as directors, with terms expiring in 2015, are Thomas B. Hotopp, John T. Ryan III and Thomas H. Witmer. Continuing as directors, with terms expiring in 2016, are Robert A. Bruggeworth and Alvaro Garcia-Tunon.

3. Approval of Adoption of the Company’s Employee Stock Purchase Plan

Adoption of the Company’s Employee Stock Purchase Plan was approved by the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
28,583,839
 
418,423
 
31,808
 
6,230,432


4. Selection of Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP was selected as the independent registered public accounting firm for the year ending December 31, 2014, by the following votes:

Votes For
 
Votes Against
 
Abstentions
35,042,726
 
201,998
 
19,778



5. Advisory Vote on Executive Compensation

The results of the advisory vote on the executive compensation of the Company’s named executive officers were as follows:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
28,647,552
 
318,996
 
67,522
 
6,230,432



SIGNATURE


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.


MSA SAFETY INCORPORATED
(Registrant)




By    /s/ Douglas K. McClaine
_________________________________________
Douglas K. McClaine
Vice President, General Counsel
and Secretary



Date: May 7, 2014