Document

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): April 20, 2018

FLIR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
 

OREGON
0-21918
93-0708501
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

27700 SW Parkway Avenue
Wilsonville, Oregon 97070
(503) 498-3547
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)

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))

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 □
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. □






Item 5.07    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company’s annual meeting of shareholders was held on April 20, 2018 (the “Annual Meeting”), at which the following persons were elected to the Company’s Board of Directors by the votes and for the terms indicated:

 
 
Vote
 
 
 
 

Director
 

For
 

Against
 

Abstain
 
Broker
Non-Votes
 
Term
Ending
 
 
 
 
 
 
 
 
 
 
 
James J. Cannon
 
111,331,690

 
2,491,359

 
96,514
 
10,436,201
 
2019
John D. Carter
 
108,799,968

 
5,006,883

 
112,712
 
10,436,201
 
2019
William W. Crouch
 
109,443,589

 
4,373,695

 
102,279
 
10,436,201
 
2019
Catherine A. Halligan
 
113,092,659

 
714,402

 
112,502
 
10,436,201
 
2019
Earl R. Lewis
 
109,985,555

 
3,837,891

 
96,117
 
10,436,201
 
2019
Angus L. Macdonald
 
108,464,116

 
5,345,547

 
109,900
 
10,436,201
 
2019
Michael T. Smith
 
108,167,413

 
5,639,083

 
113,067
 
10,436,201
 
2019
Cathy A. Stauffer
 
112,048,180

 
1,760,383

 
111,000
 
10,436,201
 
2019
Robert S. Tyrer
 
113,051,963

 
754,378

 
113,222
 
10,436,201
 
2019
John W. Wood, Jr.
 
112,440,101

 
1,367,562

 
111,900
 
10,436,201
 
2019
Steven E. Wynne
 
109,146,789

 
4,657,390

 
115,384
 
10,436,201
 
2019


At the Annual Meeting, the proposal to ratify the appointment by the Audit Committee of the Company’s Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was approved by the following votes:

For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
120,434,713
 
3,773,809
 
147,242
 
0



At the Annual Meeting, the proposal to hold an advisory vote on executive compensation:

For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
66,966,097
 
45,558,309
 
1,395,157
 
10,436,201






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 hereunto duly authorized on April 23, 2018.

FLIR SYSTEMS, INC.
(Registrant)
 
 
 
 
 
 
By:
 
/s/ Todd M. DuChene
 
 
Todd M. DuChene
 
 
Senior Vice President, General Counsel and Secretary