Attached files
file | filename |
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EX-3.2 - EX-3.2 - MOCON INC | a11-13445_1ex3d2.htm |
EX-10.1 - EX-10.1 - MOCON INC | a11-13445_1ex10d1.htm |
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 1, 2011 (May 26, 2011)
MOCON, INC.
(Exact name of registrant as specified in its charter)
Minnesota |
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000-09273 |
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41-0903312 |
(State or Other Jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer Identification |
7500 Mendelssohn Avenue North |
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55428 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(763) 493-6370
(Registrants 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))
Section 5Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On May 26, 2011, Mr. Ronald A. Meyer resigned as a director of MOCON, Inc. (the Company) effective as of the conclusion of the Companys Annual Meeting of shareholders that was held on May 26, 2011. Mr. Meyers resignation allowed the Companys Board of Directors to reduce its size from nine to eight in accordance with the Companys Third Restated Bylaws, as amended. The Companys Board is now comprised of eight directors, with six outside directors and two inside directors. Mr. Meyer confirmed to the Companys Board of Directors that he does not have any disagreement with the Companys operations, policies or practices.
(e) On May 26, 2011, the Companys shareholders approved an Amended and Restated 2006 Stock Incentive Plan. The amendments to this plan included an amendment to increase the number of shares of common stock issuable under the plan by an additional 500,000 shares and an amendment to increase the number of shares of common stock that may be issued pursuant to the exercise of incentive stock options granted under the plan from 500,000 to 1,000,000 shares. The MOCON, Inc. Amended and Restated 2006 Stock Incentive Plan is attached to this Form 8-K as Exhibit 10.1.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On May 26, 2011, the Companys shareholders approved an amendment to the Companys Third Restated Bylaws. The amendment allows the Companys Board of Directors to set the number of directors permitted to serve on the Board within a range of no fewer than three and no more than nine directors. The amendment is attached to this Form 8-K as Exhibit 3.2.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Companys Annual Meeting of shareholders on May 26, 2011, the shareholders of the Company (i) elected the nine persons named below to serve as directors of the Company, (ii) approved an amended and restated 2006 Stock Incentive Plan as described under item 5.02(e) above, (iii) approved an amendment to the Companys third restated bylaws as described under Item 5.03 above and (iv) ratified the appointment of the selection of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2011. The final results of the shareholder vote on each matter brought before the meeting were as follows:
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For |
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Against/Withhold |
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Abstain |
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Broker |
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1. Election of Directors |
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Robert L. Demorest |
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3,105,080 |
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34,103 |
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Dean B. Chenoweth |
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2,727,071 |
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412,112 |
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Donald N. DeMorett |
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3,102,270 |
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36,913 |
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J. Leonard Frame |
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2,984,989 |
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154,194 |
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Robert F. Gallagher |
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3,116,582 |
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22,601 |
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Daniel W. Mayer |
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3,104,420 |
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34,763 |
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Ronald A. Meyer |
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3,103,198 |
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35,985 |
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Richard A. Proulx |
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2,981,359 |
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157,824 |
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Tom C. Thomas |
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3,119,906 |
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19,277 |
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2. Approval of MOCON, Inc. Amended and Restated 2006 Stock Incentive Plan |
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2,755,134 |
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365,012 |
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19,037 |
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1,701,256 |
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3. Approval of amendment to MOCON, Inc., Third Restated Bylaws |
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4,660,827 |
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139,969 |
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39,643 |
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4. Ratification of Independent Registered Public Accounting Firm |
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4,780,757 |
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48,531 |
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11,151 |
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Section 9Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
3.2 |
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Amendment to Third Restated Bylaws of MOCON, Inc. (filed herewith). |
10.1 |
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MOCON, Inc. Amended and Restated 2006 Stock Incentive Plan (filed herewith) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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MOCON, INC. |
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Dated: June 1, 2011 |
By: |
/s/ Darrell B. Lee |
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Darrell B. Lee |
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Vice President, Chief Financial Officer, |
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Treasurer and Secretary |