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EX-10.2 - EX-10.2 - DYNAMIC MATERIALS CORPa12-13285_1ex10d2.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): May 24, 2012

 

Dynamic Materials Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

0-8328

 

84-0608431

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

5405 Spine Road
Boulder, Colorado 80301
(Address of Principal Executive Offices, Including Zip Code)

 

(303) 665-5700
(Registrant’s Telephone Number, Including Area Code)

 

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))

 

 

 



 

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The Annual Meeting of Stockholders of Dynamic Materials Corporation (the “Company”) was held on May 24, 2012.  At the Annual Meeting, the stockholders of the Company approved an amendment (the “Amendment”) to the Dynamic Materials Corporation Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares of our common stock available for purchase by 150,000 shares, from 450,000 shares to 600,000 shares.  The Amendment was approved by the Company’s Board of Directors (the “Board”) on March 7, 2012.

 

The foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by the actual terms of the ESPP and the Amendment, copies of which are included as Exhibits 10.1 and 10.2, respectively.

 

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

 

At the Annual Meeting of Stockholders held on May 24, 2012, the stockholders of the Company (i) elected the persons listed below to serve as directors of the Company until the 2012 Annual Meeting of Stockholders; (ii) approved the Amendment to the ESPP to increase the number of shares of common stock available for purchase under the ESPP from 450,000 shares to 600,000 shares; (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012; and (iv) approved, by a non-binding advisory vote, the compensation of the Company’s executive officers.

 

The Company had 13,483,238 shares of Common Stock outstanding as of April 3, 2012, the record date for the Annual Meeting.  At the Annual Meeting, holders of a total of 12,210,599 shares of Common Stock were present in person or represented by proxy.  The following sets forth information regarding the results of the voting at the Annual Meeting:

 

Proposal 1                                       The stockholders elected each of the eight nominees to the Board of Directors for a one-year term.  The voting results were as follows:

 

Name

 

Shares
Voted “For”

 

Shares
Withheld

 

Broker
Non-Votes

 

Dean K. Allen

 

8,932,907

 

583,470

 

2,694,222

 

Yvon Pierre Cariou

 

9,337,117

 

179,260

 

2,694,222

 

Robert A. Cohen

 

9,241,830

 

274,547

 

2,694,222

 

James. J Ferris

 

8,976,588

 

539,789

 

2,694,222

 

Richard P. Graff

 

9,342,901

 

173,476

 

2,694,222

 

Bernard Hueber

 

8,978,025

 

538,352

 

2,694,222

 

 

2



 

Name

 

Shares
Voted “For”

 

Shares
Withheld

 

Broker
Non-Votes

 

Gerard Munera

 

8,925,882

 

590,495

 

2,694,222

 

Rolf Rospek

 

9,336,030

 

180,347

 

2,694,222

 

 

Proposal 2                                       The stockholders approved the Amendment to the ESPP to increase the number of shares of common stock available for purchase under the ESPP from 450,000 shares to 600,000 shares.  The voting results were as follows:

 

Shares
Voted “For”

 

Shares
Voted “Against”

 

Shares
Voted “Abstain”

 

Broker
Non-Votes

 

9,172,076

 

91,324

 

252,977

 

2,694,222

 

 

Proposal 3                                       The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.  The voting results were as follows:

 

Shares
Voted “For”

 

Shares
Voted “Against”

 

Shares
Voted “Abstain”

 

Broker
Non-Votes

 

11,959,405

 

226,498

 

24,696

 

0

 

 

Proposal 4                                       The stockholders approved, by a non-binding advisory vote, the compensation of the Company’s executive officers.  The voting results were as follows:

 

Shares
Voted “For”

 

Shares
Voted “Against”

 

Shares
Voted “Abstain”

 

Broker
Non-Votes

 

8,768,484

 

517,216

 

230,677

 

2,694,222

 

 

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Item 9.01                                           Financial Statements and Exhibits.

 

(d)                   Exhibits.

 

Exhibit Number

 

Description

 

 

 

10.1

 

Dynamic Materials Corporation Employee Stock Purchase Plan (incorporated by reference from Appendix B to the Company’s definitive proxy statement filed September 16, 2003, relating to the Company’s 2003 annual meeting of stockholders).

 

 

 

10.2

 

Amendment to Dynamic Materials Corporation Employee Stock Purchase Plan.

 

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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.

 

 

DYNAMIC MATERIALS CORPORATION

 

 

 

 

 

 

Dated: May 30, 2012

By:

/s/ Richard A. Santa

 

 

Richard A. Santa

 

 

Senior Vice President and Chief Financial Officer

 

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