Current Report Filing (8-k)
June 30 2016 - 12:21PM
Edgar (US Regulatory)
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): June 29, 2016
EMPIRE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware
|
|
001-12127
|
|
22-3136782
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|
2115 Linwood
Avenue
Fort Lee, New Jersey
|
|
07024
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including
area code: (201) 944-2200
(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:
¨
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.
|
On June 29, 2016, Empire
Resources, Inc. (the “Company”) held its 2016 annual meeting of stockholders (the “Annual Meeting”). At
the Annual Meeting, stockholders acted upon the matters outlined in the Company’s Definitive Proxy Statement on Schedule
14A filed with the Securities and Exchange Commission on May 20, 2016 (the “2016 Proxy Statement”). There were 7,449,512
shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) represented in person or
by proxy at the Annual Meeting, constituting a quorum for the transaction of business. Holders of the Company’s common stock
were entitled to one vote per share held as of the close of business on May 13, 2016.
The matters voted upon
at the Annual Meeting were as follows:
|
(1)
|
Election of nine directors
to serve on the Company’s board of directors for a term of one year or until their successors are elected and qualified.
|
|
(2)
|
An advisory vote on
executive compensation as disclosed in the 2016 Proxy Statement.
|
|
(3)
|
Ratification of the
appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2016.
|
For more information
about the foregoing proposals, see the Company’s 2016 Proxy Statement. The number of votes cast for, against or withheld
and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:
|
(1)
|
Election of nine directors
to serve on the Company’s board of directors for a term of one year or until their successors are elected and qualified:
|
Nominee
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
William Spier
|
5,214,984
|
170,793
|
2,063,735
|
Nathan Kahn
|
5,211,872
|
173,905
|
2,063,735
|
Sandra Kahn
|
5,188,106
|
197,671
|
2,063,735
|
Harvey Wrubel
|
5,215,484
|
170,293
|
2,063,735
|
Jack Bendheim
|
5,337,368
|
48,409
|
2,063,735
|
Peter G. Howard
|
5,215,277
|
170,500
|
2,063,735
|
Douglas Kass
|
5,169,025
|
216,752
|
2,063,735
|
Nathan Mazurek
|
5,194,819
|
190,958
|
2,063,735
|
Morris J. Smith
|
5,170,275
|
215,502
|
2,063,735
|
Each of the nine nominees
for director was elected to serve until the next annual meeting of stockholders or until his or her successor has been elected
and qualified, or until his or her earlier death, resignation or removal.
|
(2)
|
Advisory vote on executive
compensation:
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
5,073,761
|
|
295,399
|
|
16,617
|
|
2,063,735
|
The stockholders approved,
on a non-binding advisory basis, the compensation program for the Company’s named executive officers as disclosed in the
2016 Proxy Statement.
|
(3)
|
Ratification of the
appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2016:
|
For
|
|
Against
|
|
Abstain
|
7,408,013
|
|
38,722
|
|
2,777
|
The stockholders ratified
the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2016.
The results reported
above are final voting results. No other matters were considered or voted upon at the meeting.
On June 29, 2016, the
Company issued a press release announcing that its board of directors declared a regular cash dividend of $0.04 per share of its
outstanding Common Stock, payable on July 22, 2016 to stockholders of record at the close of business on July 14, 2016. A copy
of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
|
Item 9.01
|
Financial Statements and
Exhibits.
|
(d) Exhibits
Exhibit
Number
|
|
Description
|
99.1
|
|
Press release dated June 29, 2016.
|
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.
|
EMPIRE RESOURCES, INC.
|
|
|
|
|
|
|
|
Dated: June 30, 2016
|
By:
|
/s/ Sandra Kahn
|
|
|
|
Name: Sandra Kahn
Title: Chief Financial Officer
|
|
Empire Resources, Inc. (NASDAQ:ERS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Empire Resources, Inc. (NASDAQ:ERS)
Historical Stock Chart
From Jul 2023 to Jul 2024