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EX-99.1 - EXHIBIT 99.1 - HAYNES INTERNATIONAL INCtm2011149d1_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): February 25, 2020

 

HAYNES INTERNATIONAL, INC.

(Exact name of registrant as specified in
its charter)

 

Delaware   001-33288   06-1185400
(State or other jurisdiction of
incorporation or organization)
  (Commission File
Number)
  (I.R.S. Employer
Identification No.)

 

1020 West Park Avenue

Kokomo, Indiana

  46904-9013
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (765) 456-6000

 

Securities registered pursuant to Section 12(b) of the Act:

 

   
Tile of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $.001 per share “HAYN” NASDAQ Global Market

 

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 (17CFR240.14a-12)

 

¨       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

 

¨       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-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 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On January 15, 2020, upon recommendation of the Compensation Committee of the Board of Directors of Haynes International, Inc. (the “Company”), the Board of Directors of the Company approved the Haynes International, Inc. 2020 Incentive Compensation Plan (the “2020 Plan”), and submittal of the 2020 Plan to the stockholders for their consideration and approval. On February 25, 2020, at the Company’s 2020 annual meeting of stockholders, the stockholders of the Company approved the 2020 Plan. The terms and conditions of the 2020 Plan are described on pages 47 through 53 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 24, 2020. This description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Plan, which was filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, is filed as an exhibit to this report, and is incorporated herein by reference.

 

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

 

On February 25, 2020, Haynes International, Inc. (the “Company”) held its annual meeting of stockholders. The following is a summary of the matters voted on at the meeting:

 

1.The six nominees for director were elected to serve for a one-year term:

 

Nominee  For   Against/Withheld  Abstain  Non-Vote 
Donald C Campion   10,718,574   546,738   1,581   369,174 
Robert H. Getz   10,758,336   506,975   1,582   369,174 
Dawne S. Hickton   10,876,087   389,225   1,581   369,174 
Michael L. Shor   10,818,902   447,890   101   369,174 
Larry O. Spencer   10,907,827   357,485   1,581   369,174 
William P. Wall   10,696,928   568,383   1,582   369,174 

 

2.The appointment of Deloitte & Touche, LLP as the Company’s independent auditor for the fiscal year ending September 30, 2020 was ratified by the following stockholder vote:

 

For

 

Against/Withhold

 

Abstain

 

Non-Vote

10,707,587   578,558   349,922   0

 

3.Approval of the Haynes International, Inc. 2020 Incentive Compensation Plan:

 

For

 

Against/Withhold

 

Abstain

 

Non-Vote

10,518,093   729,800   19,000   369,174

 

4.On the advisory vote to approve the compensation of the Company’s Named Executive Officers, the stockholders voted for approval as follows:

 

For

 

Against/Withhold

 

Abstain

 

Non-Vote

10,872,056   375,491   19,346   369,174

 

 

 

 

 

 Item 9.01. Financial Statement and Exhibits
     
99.1 2020 Incentive Compensation Plan

 

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.

  

  Haynes International, Inc.
   
   
Date: February 27, 2020 By: /s/ Janice Gunst
  Janice Gunst
  Vice President – General Counsel