Attached files
| file | filename |
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| EX-10.5 - EXHIBIT 10.5 - ARTS WAY MANUFACTURING CO INC | ex_183920.htm |
| EX-10.4 - EXHIBIT 10.4 - ARTS WAY MANUFACTURING CO INC | ex_183919.htm |
| EX-10.3 - EXHIBIT 10.3 - ARTS WAY MANUFACTURING CO INC | ex_183918.htm |
| EX-10.2 - EXHIBIT 10.2 - ARTS WAY MANUFACTURING CO INC | ex_183917.htm |
| EX-10.1 - EXHIBIT 10.1 - ARTS WAY MANUFACTURING CO INC | ex_183916.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 30, 2020
ART’S-WAY MANUFACTURING CO., INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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(State or other jurisdiction of incorporation) |
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000-05131 |
42-0920725 |
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(Commission File Number) |
(IRS Employer |
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Identification No.) |
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5556 Highway 9 Armstrong, Iowa 50514 |
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(Address of principal executive offices) (Zip Code) |
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(712) 864-3131 |
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(Registrant’s telephone number, including area code) |
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Not Applicable |
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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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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock $.01 par value |
ARTW |
The Nasdaq Stock Market LLC |
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 April 30, 2020, Art’s-Way Manufacturing, Co., Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (the “Stockholders”) approved the 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan replaces the 2011 Equity Incentive Plan (the “2011 Plan”), such that no new awards will be made under the 2011 Plan.
A description of the material terms of the 2020 Plan is set forth in the Company’s definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on March 17, 2020.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the following actions were taken:
1. The Stockholders elected five nominees to the Company’s Board of Directors to hold office until the next annual meeting and until their successors are elected and qualified.
2. The Stockholders ratified the selection of Eide Bailly LLP as the Company's independent registered public accounting firm for the fiscal year ending November 30, 2020.
3. The Stockholders approved the 2020 Plan.
4. The Stockholders approved, on a non-binding and advisory basis, the compensation of the named executive officers of the Company.
The voting results for each such matter were as follows:
1. Election of directors:
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Nominee: |
For: |
Withheld: |
Broker Non-Votes: |
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Marc H. McConnell |
2,598,205 |
180,769 |
1,036,590 |
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J. Ward McConnell, Jr. |
2,597,409 |
181,565 |
1,036,590 |
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Thomas E. Buffamante |
2,704,459 |
74,515 |
1,036,590 |
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David R. Castle |
2,700,646 |
78,328 |
1,036,590 |
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David A. White |
2,703,630 |
75,344 |
1,036,590 |
2. Ratification of selection of Eide Bailly LLP as the Company's independent registered public accounting firm for the fiscal year ending November 30, 2020:
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For: |
Against: |
Abstain: |
Broker Non-Votes: |
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3,758,107 |
41,970 |
15,487 |
- |
3. Approval of the Company's 2020 Equity Incentive Plan:
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For: |
Against: |
Abstain: |
Broker Non-Votes: |
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2,655,749 |
113,290 |
9,935 |
1,036,590 |
4. Approval, on a non-binding and advisory basis, of named executive officer compensation:
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For: |
Against: |
Abstain: |
Broker Non-Votes: |
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2,668,354 |
77,312 |
33,308 |
1,036,590 |
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements: None
(b) Pro forma financial information: None
(c) Shell Company Transactions: None
(d) Exhibits:
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10.1 |
Art’s-Way Manufacturing Co., Inc. 2020 Equity Incentive Plan |
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10.2 |
Form of Restricted Stock Agreement under 2020 Equity Incentive Plan |
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10.3 |
Form of Restricted Stock Unit Agreement under 2020 Equity Incentive Plan |
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10.4 |
Form of Incentive Stock Option Award under 2020 Equity Incentive Plan |
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10.5 |
Form of Non-Qualified Option Award under 2020 Equity Incentive Plan |
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.
Dated: May 4, 2020
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ART’S-WAY MANUFACTURING CO., INC. |
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/s/ Michael W. Woods |
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Michael W. Woods |
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Chief Financial Officer |
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