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 10, 2017

 

Novanta Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

New Brunswick, Canada

001-35083

98-0110412

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

125 Middlesex Turnpike

Bedford, Massachusetts

 

01730

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 266-5700

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 Instructions 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))

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

On May 10, 2017, Novanta Inc. (the “Company”) held its Annual Meeting of Shareholders.  A total of 32,394,674 common shares were present or represented by proxy at the meeting, representing approximately 93.74 percent of the Company’s common shares outstanding as of March 31, 2017, the Record Date. The following are the voting results on proposals considered and voted upon at the meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 10, 2017.

 

Item 1 — Election of directors for a term of office expiring on the date of the annual meeting of shareholders in 2018, until his successor is elected or appointed, or until his earlier death, resignation or removal.

 

NOMINEE

 

Votes FOR

 

 

Votes WITHHELD

 

 

Broker Non-Votes

 

Stephen W. Bershad

 

 

27,631,347

 

 

 

1,214,940

 

 

 

3,548,387

 

Dennis J. Fortino

 

 

27,586,671

 

 

 

1,259,616

 

 

 

3,548,387

 

Matthijs Glastra

 

 

28,649,164

 

 

 

197,123

 

 

 

3,548,387

 

Brian D. King

 

 

28,632,182

 

 

 

214,105

 

 

 

3,548,387

 

Ira J. Lamel

 

 

28,639,230

 

 

 

207,057

 

 

 

3,548,387

 

Dominic A. Romeo

 

 

28,639,671

 

 

 

206,616

 

 

 

3,548,387

 

Thomas N. Secor

 

 

28,188,406

 

 

 

657,881

 

 

 

3,548,387

 

 

Item 2 — Approval, on an advisory basis, of the Company’s executive compensation.

 

Votes FOR

 

 

Votes AGAINST

 

 

Votes ABSTAINED

 

 

Broker Non-Votes

 

 

27,464,094

 

 

 

1,305,589

 

 

 

76,604

 

 

 

3,548,387

 

 

Item 3 — Appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to serve until the 2018 annual meeting of shareholders.

 

Votes FOR

 

 

Votes AGAINST

 

 

Votes ABSTAINED

 

 

Broker Non-Votes

 

32,358,877

 

 

 

15,630

 

 

 

20,167

 

 

0

 

Based on the foregoing votes, each of the seven nominees for director was elected and Items 2 and 3 were approved.

 

 

 

 

 

 

 


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.

 

 

 

 

 

 

 

 

Novanta Inc.

 

 

(Registrant)

 

 

 

Date: May 11, 2017

 

By:

 

/s/ Robert J. Buckley

 

 

 

 

Robert J. Buckley

 

 

 

 

Chief Financial Officer