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 5, 2012.
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 (see General Instruction A.2):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 5, 2012. 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.
| Nominee |
For |
Against |
Abstentions |
Broker Non-Votes |
||||||||||||
| Carl C. Icahn |
15,148,173 | 4,564,027 | 12,104 | — | ||||||||||||
| James J. Unger |
14,072,354 | 5,647,296 | 4,654 | — | ||||||||||||
| James C. Pontious |
19,353,422 | 367,528 | 3,354 | — | ||||||||||||
| J. Mike Laisure |
19,351,126 | 370,674 | 2,504 | — | ||||||||||||
| Harold First |
18,695,048 | 1,025,902 | 3,354 | — | ||||||||||||
| Brett Icahn |
14,727,164 | 4,922,130 | 75,010 | — | ||||||||||||
| Hunter Gary |
15,104,243 | 4,544,275 | 75,786 | — | ||||||||||||
| Samuel Merksamer |
15,088,073 | 4,559,945 | 76,286 | — | ||||||||||||
| SungHwan Cho |
14,734,175 | 4,912,094 | 78,035 | — | ||||||||||||
Proposal 2
An advisory vote to approve executive compensation, as described in the proxy materials. This proposal was approved.
| For |
Against | Abstentions | Broker Non-Votes | |||
| 19,466,640 | 122,789 | 134,875 | — |
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 6, 2012 | American Railcar Industries, Inc. | |||||
| By: | /s/ Dale C. Davies | |||||
| Name: | Dale C. Davies | |||||
| Title: | Senior Vice President, Chief Financial Officer and Treasurer | |||||