Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - RBC Bearings INC | v354955_ex10-1.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: September 12, 2013 (Date of earliest event reported: September 12, 2013)
RBC BEARINGS INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 333-124824 | 95-4372080 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One Tribology Center
Oxford, CT 06478
(Address of principal executive offices) (Zip Code)
(203) 267-7001
(Registrant’s telephone number, including area code)
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. below):
| ¨ | 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)) |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company’s 2013 Long Term Incentive Plan (the "LTIP"), as amended and restated as of August 21, 2013, was approved by the shareholders of RBC Bearings Incorporated (the "Company") and became effective on September 12, 2013 at its annual meeting of shareholders. The LTIP is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s Annual General Meeting of Shareholders on September 12, 2013, the shareholders (1) elected all four of the Company’s nominees for director; (2) ratified the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for fiscal year 2014; (3) approved the Company’s 2013 Long Term Incentive Plan with the number of authorized shares to be issued under the 2013 Long Term Incentive Plan equal to 1,500,000; and (4) approved, on an advisory basis, the compensation paid to the Company's named executive officers.
Shares were voted on these proposals as follows:
Proposal 1. The stockholders elected the following four directors to hold office as noted below (or until their respective successors are elected and qualified).
| Nominees | For | Withheld | Broker Non Vote | ||||
| (a) | Mitchell I. Quain | 17,969,980 | 3,810,971 | 428,443 | |||
| (b) | Dr. Thomas O’Brien | 21,682,975 | 97,976 | 428,443 | |||
| (b) | Edward Stewart | 21,682,675 | 98,276 | 428,443 | |||
| (b) | Daniel Bergeron | 19,985,692 | 1,795,259 | 428,443 |
(a) to hold office in Class III for a one year term until the Company’s 2014 Annual General Meeting of Stockholders.
(b) to hold office in Class I for a three year term until the Company’s 2016 Annual General Meeting of Stockholders:
Proposal 2. To ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for fiscal year 2014:
|
For |
Against | Abstain | Broker Non Vote | |||
| 22,205,386 | 1,296 | 2,712 | 0 |
Proposal 3. To approve the Company’s 2013 Long Term Incentive Plan with the number of authorized shares to be issued under the 2013 Long Term Incentive Plan equal to 1,500,000;
|
For |
Against | Abstain | Broker Non Vote | |||
| 21,166,920 | 572,038 | 41,993 | 428,443 |
Proposal 4. The stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers.
|
For |
Against | Abstain | Broker Non Vote | |||
| 19,718,172 | 1,969,734 | 93,045 | 428,443 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 RBC Bearings Incorporated 2013 Long Term Incentive Plan (Amended and Restated as of August 21, 2013) as approved by the shareholders on September 12, 2013.
SIGNATURES
According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: September 12 2013
| RBC BEARINGS INCORPORATED | ||
| By: | /s/ Thomas J. Williams | |
| Name: Thomas J. Williams | ||
| Title: Corporate General Counsel & Secretary | ||
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