American Railcar Industries, Inc. - FORM 8-K - June 9, 2011

 
 

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 7, 2011.

AMERICAN RAILCAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

         
North Dakota   000-51728   43-1481791
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
100 Clark Street
St. Charles, Missouri
   63301
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (636) 940-6000

 
N/A
(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))

 
 

 

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Item 5.07. Submission of Matters to a Vote of Security Holders.
American Railcar Industries, Inc. (“ARI” or the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) on June 7, 2011. At the Annual Meeting, shareholders voted on the following proposals and cast their votes as described below.
Proposal 1
The individuals listed below were elected at the Annual Meeting to serve on the Company’s Board of Directors (the “Board”) until the next annual meeting of shareholders or until their respective successors are duly elected and qualified.
                                 
                            Broker  
Nominee   For     Against     Abstentions     Non-Votes  
Carl C. Icahn
     14,632,112       4,818,090       3,525       —  
James J. Unger
     14,192,478       5,254,999       6,250       —  
Vincent J. Intrieri
     13,632,663       5,814,813       6,251       —  
Samuel Merksamer
     14,627,960       4,819,517       6,250       —  
J. Mike Laisure
     19,198,367       248,910       6,450       —  
James C. Pontious
     19,197,569       249,907       6,251       —  
Harold First
     18,732,076       712,701       8,950       —  
Brett Icahn
     14,344,700       5,098,577       10,450       —  
Hunter Gary
     14,623,601       4,820,975       9,151       —  
Proposal 2
An advisory vote on executive compensation, as described in the proxy materials. This proposal was approved.
             
            Broker
For   Against   Abstentions   Non-Votes
19,213,966
  41,456   198,305   —
Proposal 3
An advisory vote on the frequency of the advisory vote on executive compensation, as described in the proxy materials. “1 year” was approved.
                 
                Broker
1 Year   2 Years   3 Years   Abstentions   Non-Votes
18,818,392   38,580   398,937   197,817   —
In light of these results, and consistent with the Company’s recommendation, the Board has determined that the Company will hold an advisory vote on executive compensation every year.

 

 

 

SIGNATURE
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.
         
Date: June 9, 2011  American Railcar Industries, Inc.
 		  
  By:   /s/ Dale C. Davies    
    Name:   Dale C. Davies   
    Title:   Senior Vice President, Chief Financial Officer and Treasurer   
 

 

 

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