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EX-99 - EXHIBIT 99.1 - WSI INDUSTRIES, INC.ex99-1.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 (date of earliest event reported): December 18, 2013

 

 

 

WSI Industries, Inc.

 

(Exact name of Registrant as Specified in its Charter)

     
     
 

Minnesota

 

(State Or Other Jurisdiction Of Incorporation)

     

000-00619

 

41-0691607

(Commission File Number)

 

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

     

213 Chelsea Road

Monticello, MN

 

55362

 

(Address Of Principal Executive Offices)

 

(Zip Code)

       
       
       
 

(763) 295-9202

 

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 (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))

 

 
 

 

 

Items under Sections 1, 3, 4, 6, and 7 are not applicable and therefore omitted.

 

Item 2.02     Results of Operations and Financial Condition.

 

WSI Industries, Inc. (the “Company”) issued a press release on December 18, 2013 disclosing material non-public information regarding its results of operations for the first quarter of fiscal year 2014. The Company hereby furnishes the press release, which is attached hereto as Exhibit 99.1.

 

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

 

The Company held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”) on December 18, 2013 at its offices at 213 Chelsea Road, Monticello, Minnesota, beginning at 1:00 p.m., local time. Of the 2,906,544 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, 2,460,535 shares were present either in person or by proxy. The final results of voting for each matter submitted to a vote of shareholders at the Annual Meeting are set forth below.

 

Proposal 1. To elect five directors to hold office until the next Annual Meeting of Shareholders or until their successors are elected and shall qualify.

 

Nominee

For

Withhold

Broker Non-Vote

Thomas C. Bender

1,013,284

174,160

1,273,091

James D. Hartman

1,013,084

174,360

1,273,091

Burton F. Myers II

1,013,181

174,263

1,273,091

Michael J. Pudil

994,999

192,445

1,273,091

Benjamin T. Rashleger

1,013,381

174,063

1,273,091

 

The Company’s shareholders elected all nominees named in the proxy statement for the meeting to the Company’s board of directors, each to serve until the next annual meeting of shareholders or until their successors are elected and shall qualify.

 

Proposal 2. Advisory vote to approve Named Executive Officer compensation.

 

For

Against

Abstain

Broker Non-Vote

911,142

248,232

28,070

1,273,091

 

The Company’s shareholders approved, on an advisory basis, Named Executive Officer compensation.

 

Proposal 3. Advisory vote on the frequency of future executive officer compensation advisory votes.

 

1 Year

2 Years

3 Years

Abstain

Broker Non-Vote

352,835

89,940

605,185

139,484

1,273,091

 

The Company’s shareholders recommended three years as the rate of frequency of future advisory votes on named executive officer compensation.

 

 
 

 

 

Proposal 4. To ratify and approve the appointment of Schechter Dokken Kanter Andrews & Selcer Ltd. as independent public accountants for the fiscal year ending August 31, 2014.

 

For

Against

Abstain

Broker Non-Vote

2,412,870

6,584

41,081

-0-

 

The appointment of Schechter Dokken Kanter Andrews & Selcer Ltd. was ratified and approved.

 

Item 8.01     Other Events.

 

On December 18, 2013, the Company’s Board of Directors declared a dividend of $.04 per share payable January 17, 2014 to holders of record on January 3, 2014.

 

Item 9.01     Financial Statements And Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press Release issued by WSI Industries, Inc. on December 18, 2013.

 

 

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.

 

 

 

WSI INDUSTRIES, INC.

 

 

 

  

 

 

By:

/s/ Benjamin T. Rashleger

 

 

 

Benjamin T. Rashleger

 

 

 

Chief Executive Office & President

 

 

Date: December 19, 2013