Attached files
| file | filename |
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| EX-3.2 - Rand Logistics, Inc. | e615397_ex3-2.htm |
| EX-3.1 - Rand Logistics, Inc. | e615397_ex3-1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 8, 2016
______________________
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Rand Logistics, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-33345
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20-1195343
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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333 Washington Street, Suite 201, Jersey City, New Jersey
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07302
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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 (212) 863-9427
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N/A
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(Former name or former address, if changed since last report.)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03. Amendments to Articles of Incorporation or By-Laws, Change in Fiscal Year
As discussed in Item 5.07, on September 8, 2016, Rand Logistics, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation to declassify the Company’s Board of Directors such that all directors are elected on an annual basis (the “Second Amended and Restated Charter”).
Effective upon the filing of the Second Amended and Restated Charter with the Secretary of State of the State of Delaware, the Company’s Second Amended and Restated Bylaws were correspondingly amended to eliminate the classification of the Company’s Board of Directors (the “Third Amended and Restated Bylaws”). The Board of Directors approved the Third Amended and Restated Bylaws prior to the Annual Meeting pending stockholder approval of the Second Amended and Restated Charter.
The foregoing summaries of the Second Amended and Restated Charter and Third Amended and Restated Bylaws are subject to, and qualified in their entirety by reference to the Second Amended and Restated Charter and Third Amended and Restated Bylaws, which are attached to this Current Report on Form 8-K as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 8, 2016, the Company held its Annual Meeting. The final results for each of the matters submitted to a vote of the stockholders at the Annual Meeting are set forth below. A more detailed description of each proposal is set forth in the Proxy Statement.
Proposal No. 1. Amendment to Amended and Restated Certificate of Incorporation to Declassify Board of Directors. The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directors.
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For
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Against
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Abstained
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Broker Non-Vote
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12,432,998
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700,089
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4,572
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3,173,354
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Proposal No. 2. Election of the Entire Board Directors. The stockholders elected the seven nominees for director to serve until the Company’s 2017 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, by the votes set forth in the table below:
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Name
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For
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Withheld
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Abstained
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Broker Non-Vote
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Edward Levy
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10,290,120
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2,847,539
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-
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3,173,354
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Michael D. Lundin
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11,830,023
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1,307,636
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-
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3,173,354
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John Binion
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11,806,291
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1,331,368
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-
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3,173,354
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James K. Thompson
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11,800,409
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1,337,250
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-
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3,173,354
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Laurence S. Levy
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8,456,079
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4,681,580
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-
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3,173,354
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H. Cabot Lodge III
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10,242,445
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2,895,214
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-
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3,173,354
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Robert K. Kurz
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11,806,291
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1,331,368
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-
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3,173,354
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Proposal No. 3. Election of Class I Directors. Given that the stockholders approved Proposal No. 1, the stockholders were not asked to vote on proposal No. 3 and instead a vote was taken on Proposal No. 2.
Proposal No. 4. Advisory Vote to Approve the Company’s Executive Compensation. The stockholders approved a non-binding, advisory resolution to approve executive compensation, as described in the Proxy Statement, by the votes set forth in the table below:
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For
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Against
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Abstained
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Broker Non-Vote
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9,802,524
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3,319,570
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15,565
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3,173,354
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Proposal No. 5. Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2017, by the votes set forth in the table below:
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For
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Against
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Abstained
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Broker Non-Vote
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15,512,741
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794,122
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4,150
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-
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Proposal No. 6. Approval of 2016 Long-Term Incentive Plan. The stockholders did not approve the Company’s 2016 Long-Term Incentive Plan. The vote of the stockholders is set forth in the table below(1):
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For
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Against
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Abstained
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Broker Non-Vote
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5,522,108
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4,830,873
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2,784,678
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3,173,354
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(1)The affirmative "FOR" vote of a majority of those shares present in person or represented by proxy at the meeting and entitled to vote on the matter is required to approve the stockholder proposal. In tabulating the voting result, an abstention is counted as being entitled to vote on a proposal and, therefore, has the effect of a vote "AGAINST." Applying this standard, the percentage in favor of the stockholder proposal is calculated by dividing the number of FOR votes by the sum of the number of FOR, AGAINST and ABSTAINED votes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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3.1
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Seconded Amended and Restated Certificate of Incorporation of Rand Logistics, Inc., filed with the Secretary of State of the State of Delaware on September 8, 2016.
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3.2
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Third Amended and Restated Bylaws of Rand Logistics, Inc.
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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.
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Date: September 12, 2016
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RAND LOGISTICS, INC.
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By:
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/s/ Mark S. Hiltwein
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Mark S. Hiltwein
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Chief Financial Officer
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