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):  May 29, 2012 (May 24, 2012)

 


 

MOCON, INC.

(Exact name of registrant as specified in its charter)

 

Minnesota

 

000-09273

 

41-0903312

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification
Number)

 

7500 Mendelssohn Avenue North

Minneapolis, MN

 

55428

(Address of Principal Executive Offices)

 

(Zip Code)

 

(763) 493-6370

(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))

 

 

 



 

Section 5Corporate Governance and Management

 

Item 5.07                                           Submission of Matters to a Vote of Security Holders.

 

On May 24, 2012, MOCON, Inc. (the “Company”) held its annual meeting of shareholders.  At the annual meeting, the shareholders of the Company (i) elected the six persons named below to serve as directors of the Company, (ii) approved a non-binding advisory proposal on the Company’s executive compensation, (iii) recommended, in a non-binding, advisory vote, that future advisory votes on the Company’s executive compensation should be held every year, and (iv) ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.  The final results of the shareholder vote on each matter brought before the meeting were as follows:

 

1.            Election of Directors

 

 

 

For

 

Against/Withhold

 

Abstain

 

Broker
Non-Votes

 

Robert L. Demorest

 

3,121,342

 

45,070

 

 

1,869,329

 

Donald N. DeMorett

 

3,119,529

 

46,883

 

 

1,869,329

 

Robert F. Gallagher

 

3,137,409

 

29,003

 

 

1,869,329

 

Daniel W. Mayer

 

3,121,912

 

44,500

 

 

1,869,329

 

Richard A. Proulx

 

3,109,411

 

57,001

 

 

1,869,329

 

Tom C. Thomas

 

3,130,773

 

35,639

 

 

1,869,329

 

 

The Company’s Board of Directors reduced its size from eight to six, effective as of the end of the annual meeting of shareholders, in accordance with the Company’s Third Restated Bylaws, as amended.  The Company’s Board is now comprised of six directors, with four outside directors and two inside directors.

 

2.            Advisory proposal on the Company’s executive compensation.

 

For:

 

2,779,031

 

 

 

 

 

Against:

 

218,735

 

 

 

 

 

Abstain:

 

168,646

 

 

 

 

 

Broker Non-Votes:

 

1,869,329

 

 

3.            Advisory vote on the frequency of future advisory votes on the Company’s executive compensation.

 

Every Year:

 

1,617,776

 

 

 

 

 

Every 2 Years:

 

60,162

 

 

 

 

 

Every 3 Years:

 

1,239,657

 

 

 

 

 

Abstain:

 

248,815

 

 

 

 

 

Broker Non-Votes:

 

1,869,329

 

 

In light of the voting results concerning the frequency with which shareholders will be provided an advisory vote on executive compensation that were delivered at the Company’s 2012 annual meeting of shareholders, the Company’s Board of Directors has determined that the Company will hold an annual advisory vote on executive compensation until the next required vote on the frequency of shareholder votes on executive compensation.  The Company is required to hold votes on frequency at least every six years.

 

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4.            Ratification of Independent Registered Public Accounting Firm.

 

For:

 

4,960,788

 

 

 

 

 

Against:

 

34,854

 

 

 

 

 

Abstain:

 

40,098

 

 

 

 

 

Broker Non-Votes:

 

 

 

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.

 

 

 

MOCON, INC.

 

 

 

Dated: May 29, 2012

By:

/s/ Darrell B. Lee

 

 

Darrell B. Lee

 

 

Vice President, Chief Financial Officer,

 

 

Treasurer and Secretary

 

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