8-K Shareholder Meeting
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 2, 2015
IEC ELECTRONICS CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-6508 | 13-3458955 |
(Commission File Number) | (IRS Employer Identification No.) |
105 Norton Street, Newark, New York 14513
(Address of principal executive offices)(Zipcode)
(315) 331-7742
(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:
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| 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)) |
Section 5 Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
The stockholders of IEC Electronics Corp. (the “Company”), at its Annual Meeting of stockholders on January 28, 2015, voted to replace all of the previously serving directors of the Company with directors nominated by Vintage Opportunity Partners, LP, as described in Item 5.07 below.
Item 5.07 Submission of Matters to a Vote of Security Holders
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(a) | The Company held its Annual Meeting of stockholders on January 28, 2015. On February 2, 2015, IVS Associates, Inc., the independent Inspector of Elections for the Annual Meeting, delivered to the Company its final, certified voting results. |
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(b) | The name of each director elected at the meeting, a brief description of each other matter voted upon, and the voting results, are provided below. At the Annual Meeting, the shareholders took the following actions: |
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(i) | Voted on the election of 7 directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified, as follows: |
Board of Directors Nominees:
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Director’s Name | Votes For | Votes Withheld |
W. Barry Gilbert | 3,539,933 |
| 92,684 |
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Florence D. Hudson | 3,554,030 |
| 78,587 |
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John Carlton Johnson | 3,553,520 |
| 79,097 |
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Edward W. Kay, Jr. | 3,553,520 |
| 79,097 |
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Eben S. Moulton | 3,539,970 |
| 92,647 |
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James C. Rowe | 3,554,020 |
| 78,597 |
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Jerold L. Zimmerman | 3,554,020 |
| 78,597 |
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Vintage Opportunity Partners, LP Nominees:
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Director’s Name | Votes For | Votes Withheld |
Keith M. Butler | 4,665,032 |
| 8,695 |
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Charles P. Hadeed | 4,665,032 |
| 8,695 |
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Lynn J. Hartrick | 3,925,856 |
| 747,871 |
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Andrew M. Laurence | 4,412,932 |
| 260,795 |
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Jeremy R. Nowak | 4,048,120 |
| 625,607 |
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Jeffrey T. Schlarbaum | 3,910,856 |
| 762,871 |
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Eric Singer | 4,057,470 |
| 616,257 |
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There were 5,627 broker non-votes.
Based on these results, the following nominees were elected as directors at the Annual Meeting, each to serve until the next annual meeting of shareholders and until his successor is elected and qualified: Keith M. Butler, Charles P. Hadeed, Lynn J. Hartrick, Andrew M. Laurence, Jeremy R. Nowak, Jeffrey T. Schlarbaum and Eric Singer.
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(ii) | The stockholders ratified, in a non-binding vote, the appointment of Crowe Horwath, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2015 with: |
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Votes For: | 7,940,709 |
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Votes Against: | 91,517 |
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Votes Abstaining: | 279,745 |
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Broker Non-Votes: | 0 |
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(iii) | The stockholders approved a non-binding, advisory proposal on the compensation of the named executive officers with: |
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Votes For: | 4,152,464 |
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Votes Against: | 3,542,758 |
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Votes Abstaining: | 611,122 |
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Broker Non-Votes: | 5,627 |
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Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure
On February 2, 2015, the Company issued a press release announcing the results of voting at its Annual Meeting of Stockholders held on January 28, 2015. A copy of the press release is furnished as Exhibit 99.1 to this report.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 99.1 Press Release issued by IEC Electronics Corp. on February 2, 2015
The information in Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing. Neither the filing of any exhibit to this report nor the inclusion in such exhibits of a reference to the Company’s Internet address shall, under any circumstances, be deemed to incorporate the information available at such address into this report. The information available at the Company’s Internet address is not part of this report.
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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| | | IEC Electronics Corp. | |
| | | (Registrant) | |
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Date: | February 2, 2015 | By: | /s/ Michael T. Williams | |
| | | Michael T. Williams | |
| | | Chief Financial Officer | |
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