UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 26, 2023 (May 25, 2023 )
| (Exact name of registrant as specified in its charter) | ||||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Zip Code) | ||||||||||||||
| (Address of principal executive offices) | ||||||||||||||
(412 ) 928-3400
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below): | ||||||||||||||
| 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)) | ||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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. ☐
EXPLANATORY NOTE
As previously announced and reported in the Current Report on Form 8-K (“Original Filing”) filed by L.B. Foster Company (“Company”) on May 26, 2023, the Company held its Annual Meeting on May 25, 2023. The shareholders considered four proposals, each of which is described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2023
This Current Report on Form 8-K/A, Amendment No. 1, is being filed to amend the Original Filing. This Amendment No. 1 corrects the “Votes For” John E. Kunz.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting on May 25, 2023. The shareholders considered four proposals, each of which is described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2023. Results of voting with respect to the proposals submitted at the Annual Meeting are set forth below.
Proposal 1: Election of Directors
| Name | Votes For | Votes Withheld | Broker Non-vote | |||||||||||||||||
| Raymond T. Betler | 8,474,825 | 86,668 | 1,210,527 | |||||||||||||||||
| Dirk Jungé | 8,374,128 | 187,365 | 1,210,527 | |||||||||||||||||
| John F. Kasel | 8,486,699 | 74,794 | 1,210,527 | |||||||||||||||||
| John E. Kunz | 8,494,564 | 66,929 | 1,210,527 | |||||||||||||||||
| Janet Lee | 8,454,199 | 107,294 | 1,210,527 | |||||||||||||||||
| Diane B. Owen | 7,981,093 | 580,400 | 1,210,527 | |||||||||||||||||
| Bruce E. Thompson | 8,455,822 | 105,671 | 1,210,527 | |||||||||||||||||
As a result of the shareholder vote, all of the foregoing nominees were elected to serve until the next annual meeting of shareholders or until their successors are elected and qualified.
Proposal 2: Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 9,665,443 | 101,516 | 5,061 | ||||||||||||
The foregoing proposal was approved.
Proposal 3: Advisory approval of the compensation paid to the Company’s named executive officers in 2022.
| Votes For | Votes Against | Abstentions | Broker Non-vote | |||||||||||||||||
| 6,896,835 | 1,066,504 | 598,154 | 1,210,527 | |||||||||||||||||
The foregoing proposal was approved.
Proposal 4: Advisory approval of the frequency of future advisory votes on the compensation paid to the Company’s named executive officers.
| Votes For 1 YEAR | Votes For 2 YEARS | Votes For 3 YEARS | Abstentions | Broker Non-vote | ||||||||||||||||||||||
| 7,145,371 | 11,473 | 1,395,636 | 9,013 | 1,210,527 | ||||||||||||||||||||||
The Board has determined to continue holding advisory votes on the compensation paid to the Company’s named executive officers every year, with the next vote expected to occur in 2024.
No other matters or proposals were voted on at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See Exhibit Index below.
Exhibit Index
| Exhibit Number | Description | ||||
| *104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
*Exhibits marked with an asterisk are filed herewith.
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.
| L.B. FOSTER COMPANY | |||||||||||
| (Registrant) | |||||||||||
| Date: | May 26, 2023 | /s/ Patrick J. Guinee | |||||||||
| Patrick J. Guinee | |||||||||||
| Senior Vice President, | |||||||||||
| General Counsel, and Corporate Secretary | |||||||||||