Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 12, 2011
POLYPORE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-32266 | 43-2049334 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 11430 North Community House Road, Suite 350, Charlotte, North Carolina | 28277 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(704) 587-8409
(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:
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))
TABLE OF CONTENTS
| Item 5.07. Submission of Matters to a Vote of Security Holders | ||||||||
| SIGNATURES | ||||||||
Table of Contents
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Stockholders of Polypore International, Inc. (the “Company”) held on May
12, 2011:
| • | Michael Graff and W. Nicholas Howley were reelected to Class I of the Board of Directors of the Company, each for a term of three years. The other members of the Board of Directors are William Dries, Frederick C. Flynn, Jr., Kevin J. Kruse, David A. Barr, Charles L. Cooney and Robert B. Toth. | ||
| • | The amendment and restatement of the Company’s 2007 Stock Incentive Plan was approved. | ||
| • | The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2011 fiscal year was ratified. | ||
| • | A resolution approving the compensation of the Company’s named executive officers was adopted on an advisory basis. | ||
| • | A one-year frequency of the stockholder vote on the compensation of the Company’s named executive officers was approved on an advisory basis. |
The following table provides the number of votes cast for, against or withheld, as well as the
number of abstentions and broker non-votes as to each applicable matter voted upon.
| For | Against | Withheld | Abstentions | Broker Non-Votes | ||||||||||||||||
Reelection of Michael Graff |
37,231,819 | — | 453,289 | — | 3,911,937 | |||||||||||||||
Reelection of W. Nicholas
Howley |
17,781,940 | — | 19,903,168 | — | 3,911,937 | |||||||||||||||
Approval of 2007 Stock
Incentive Plan Amendment
and Restatement |
35,257,091 | 2,407,593 | — | 20,424 | 3,911,937 | |||||||||||||||
Ratification of Ernst &
Young LLP |
41,003,113 | 597,677 | — | 14,255 | — | |||||||||||||||
Advisory Approval of
Executive Compensation |
37,176,308 | 448,984 | — | 59,816 | 3,911,937 | |||||||||||||||
The following table provides the number of votes cast for each of 1 year, 2 years and 3 years,
as well as the number of abstentions and broker non-votes, as to the advisory vote on the frequency
of the advisory approval of executive compensation.
- 2 -
Table of Contents
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||||||
Advisory Vote on
Frequency of
Advisory Approval
of Executive
Compensation |
35,702,149 | 77,571 | 1,860,754 | 44,634 | 3,911,937 | |||||||||||||||
In accordance with the voting results for the advisory vote on the frequency of the advisory
approval of executive compensation, in which the choice receiving the highest number of votes was
“1 Year,” the Company’s Board of Directors has determined that future advisory votes on executive
compensation will be held every year. Accordingly, the next stockholder advisory vote on executive
compensation will be held at the Company’s 2012 Annual Meeting of Stockholders.
- 3 -
Table of Contents
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.
| POLYPORE INTERNATIONAL, INC. (Registrant) |
||||
| Date: May 13, 2011 | By: | /s/ Lynn Amos | ||
| Lynn Amos | ||||
| Chief Financial Officer | ||||