Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - GSE Holding, Inc. | exh_992.htm |
| EX-99.1 - EXHIBIT 99.1 - GSE Holding, Inc. | exh_991.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 7, 2013
GSE Holding, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-35382
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77-0619069
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(Commission File Number)
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(IRS Employer Identification No.)
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19103 Gundle Road, Houston, TX
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77073
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (281) 443-8564
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:
[ ] 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 2.02 Results of Operations and Financial Condition.
On May 9, 2013, GSE Holding, Inc. issued a press release announcing its first quarter 2013 earnings. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference
The information in this Item 2.02 shall not deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 7, 2013, the Company held its 2013 Annual Meeting of Stockholders. A quorum was present at the meeting as required by the Company’s Bylaws. The final results of voting for each matter submitted to a vote of stockholders at the meeting are as follows:
Proposal 1: Election of Directors
The following seven individuals were elected to the Board of Directors of the Company to serve as directors until the 2014 Annual Meeting of Stockholders and until their successors have been duly elected and qualified:
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Votes
Cast For
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Withheld
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Broker
Non-Votes
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||||||||||
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Mark C. Arnold
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17,878,564 | 34,217 | 1,742,157 | |||||||||
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Michael G. Evans
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17,851,507 | 61,274 | 1,742,157 | |||||||||
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Marcus J. George
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17,866,872 | 45,909 | 1,742,157 | |||||||||
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Robert C. Griffin
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17,851,507 | 61,274 | 1,742,157 | |||||||||
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Richard E. Goodrich
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17,851,507 | 61,274 | 1,742,157 | |||||||||
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Charles A. Sorrentino
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17,851,507 | 61,274 | 1,742,157 | |||||||||
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Craig A. Steinke
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17,851,507 | 61,274 | 1,742,157 | |||||||||
Proposal 2: Approval and Ratification of the Appointment of BDO USA, LLP as the Company’s Independent Auditors
The appointment of BDO USA, LLP as the Company’s independent auditors for the fiscal year ending December 31, 2013 was approved and ratified.
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For
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Against
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Abstain
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19,653,090
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848
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1,000
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Proposal 3: Advisory Vote on Compensation of Named Executive Officers
The stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers.
Proposal 4: Advisory Vote on the Frequency of the Advisory Vote to Approve Named Executive Officers Compensation
The stockholders approved, on an advisory, non-binding basis, that the stockholders will hold an advisory vote to approve named executive officers compensation every three years.
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One Year
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Two Years
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Three Years
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Abstain
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|||
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4,593,966
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26,670
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12,875,758
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416,387
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Item 7.01 Regulation FD Disclosure.
Copies of the supplemental materials that will be discussed during the Company’s earnings call at 10:30 a.m. Eastern Time on Thursday, May 9, 2013 are attached to this Current Report as Exhibit 99.2 and are incorporated herein by reference.
The information in this Item 7.01 shall not deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Press Release of GSE Holding, Inc. dated May 9, 2013
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99.2
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Supplemental Materials for GSE Earnings Call on May 9, 2013
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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.
Date: May 9, 2013
GSE HOLDING, INC.
/s/ Mark A. Whitney
By: Mark A. Whitney
Title: Vice President, General Counsel & Secretary