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): April 27, 2017
(Exact name of registrant as specified in its charter)
| Delaware | 1-12804 | 86-0748362 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
4646 E. Van Buren Street, Suite 400
Phoenix, Arizona 85008
(Address of principal executive offices) (Zip Code)
(480) 894-6311
(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:
| ☐ | 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 240.14-d2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13-4e(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging growth company |
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
Our annual meeting of stockholders was held on April 27, 2017, in Phoenix, Arizona. Stockholders of record at the close of business on February 27, 2017 were entitled to vote at the meeting on the basis of one vote for each share held.
At the annual meeting, the stockholders of the Company voted on the following proposals:
| 1. | To elect nine members of the Board of Directors to hold office for a one-year term. Each nominee for director was elected by a vote of the stockholders as follows: |
| For | Against | Abstain | Broker Non- Votes |
Percentage of Votes Cast For Director Nominee (1) |
||||||||||||||||
| Michael L. Watts |
39,065,097 | 189,695 | 72,108 | 2,851,358 | 99.3 | % | ||||||||||||||
| Erik Olsson |
38,796,667 | 466,442 | 63,791 | 2,851,358 | 98.7 | % | ||||||||||||||
| Sara R. Dial |
38,622,295 | 590,236 | 114,369 | 2,851,358 | 98.2 | % | ||||||||||||||
| Jeffrey S. Goble |
38,960,104 | 244,010 | 122,786 | 2,851,358 | 99.1 | % | ||||||||||||||
| James J. Martell |
38,988,333 | 224,139 | 114,428 | 2,851,358 | 99.1 | % | ||||||||||||||
| Stephen A McConnell |
39,131,835 | 131,374 | 63,691 | 2,851,358 | 99.5 | % | ||||||||||||||
| Frederick G. McNamee, III |
39,129,515 | 125,277 | 72,108 | 2,851,358 | 99.5 | % | ||||||||||||||
| Kimberly J. Mc Waters |
34,436,611 | 4,767,503 | 122,786 | 2,851,358 | 87.6 | % | ||||||||||||||
| Lawrence Trachtenberg |
38,783,204 | 480,064 | 63,632 | 2,851,358 | 98.6 | % | ||||||||||||||
| 2. | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2017. The proposal was approved by a vote of stockholders as follows: |
| For |
42,059,893 | |||
| Against |
12,322 | |||
| Abstain |
106,043 | |||
| Broker Non-Votes |
— | |||
| Percentage of Votes Cast For Proposal |
99.7 | % |
| 3. | To vote on an advisory (non-binding) resolution to indicate support for the Company’s compensation philosophy, policies and practices and their implementation. The proposal was approved by a vote of stockholders as follows: |
| For |
38,007,512 | |||
| Against |
1,184,364 | |||
| Abstain |
135,024 | |||
| Broker Non-Votes |
2,851,358 | |||
| Percentage of Votes Cast For Proposal (1) |
96.6 | % |
| 4. | To vote on an advisory (non-binding) resolution on the frequency of future advisory votes on named executive officer compensation. The frequency of “One Year” received the highest percentage of votes cast. The results of the voting was as follows: |
| Votes For | Percentage of Votes Cast (1) | |||||||
| One Year |
31,078,470 | 79.0 | % | |||||
| Two Years |
21,620 | 0.1 | % | |||||
| Three Years |
8,098,578 | 20.6 | % | |||||
| Abstain |
128,232 | 0.3 | % | |||||
| Broker Non-Votes |
2,851,358 | |||||||
| (1) | Excludes broker non-votes in calculation of percentage |
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.
| MOBILE MINI, INC. | ||||||
| Dated: April 28, 2017 | /s/ Christopher J. Miner | |||||
| Name: | Christopher J. Miner | |||||
| Title: | Senior Vice President and General Counsel | |||||