UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 19, 2018
LINCOLN ELECTRIC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
0-1402
(Commission File Number)
| Ohio | 34-1860551 | |
| (State or Other Jurisdiction of Incorporation) |
(IRS Employer Identification No.) |
22801 St. Clair Avenue
Cleveland, Ohio
44117
(Address of Principal Executive Offices, with Zip Code)
Registrant’s telephone number, including area code: (216) 481-8100
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)) |
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 2018 Annual Meeting of the Company was held on Thursday, April 19, 2018 at Lincoln Electric’s Welding Technology & Training Center, 22800 St. Clair Avenue, Cleveland, Ohio. At the 2018 Annual Meeting, 56,632,636 shares, of the 65,618,884 shares that were outstanding and entitled to vote (86.3%), were represented in person or by proxy, constituting a quorum.
The final results of voting on each of the matters submitted for a vote of security holders at the 2018 Annual Meeting are as follows:
Proposal 1 - Shareholders elected ten directors, each to hold office until the 2019 Annual Meeting of Shareholders and until their successors are duly elected and qualified, as set forth below.
| Name |
Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| Curtis E. Espeland |
46,491,280 | 148,828 | 9,992,528 | |||||||||
| Stephen G. Hanks |
46,329,316 | 310,792 | 9,992,528 | |||||||||
| Michael F. Hilton |
43,509,484 | 3,130,624 | 9,992,528 | |||||||||
| G. Russell Lincoln |
45,891,192 | 748,916 | 9,992,528 | |||||||||
| Kathryn Jo Lincoln |
46,104,433 | 535,675 | 9,992,528 | |||||||||
| William E. MacDonald, III |
46,276,405 | 363,703 | 9,992,528 | |||||||||
| Christopher L. Mapes |
45,619,982 | 1,020,126 | 9,992,528 | |||||||||
| Phillip J. Mason |
46,518,637 | 121,471 | 9,992,528 | |||||||||
| Ben P. Patel |
46,517,330 | 122,778 | 9,992,528 | |||||||||
| Hellene S. Runtagh |
46,281,710 | 358,398 | 9,992,528 | |||||||||
Proposal 2 - Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2018, as set forth below.
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||
| 56,076,746 |
455,963 | 99,927 | 0 |
Proposal 3 - Shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as set forth below.
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||
| 43,880,518 |
912,381 | 1,847,209 | 9,992,528 |
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.
| LINCOLN ELECTRIC HOLDINGS, INC. | ||||||
| Date: April 23, 2018 | By: | /s/ Jennifer Ansberry | ||||
| Jennifer Ansberry | ||||||
| Executive Vice President, General Counsel & Secretary | ||||||