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): June 9, 2020

 

 

 

Williams Industrial Services Group Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware 001-16501 73-1541378
(State or Other Jurisdiction of
Incorporation)

(Commission

File Number)

(IRS Employer
Identification Number)

 

100 Crescent Centre Parkway, Suite 1240

Tucker, Georgia 30084

(Address of Principal Executive Offices, Zip Code)

 

Registrant’s telephone number, including area code: 770-879-4400

 

 

 

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 240.14d-2(b))
¨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:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
None   N/A   N/A

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

Williams Industrial Services Group Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on June 9, 2020, at 9:00 a.m. Eastern Time at 100 Crescent Centre Parkway, Suite 104, Tucker, Georgia 30084. As described in the 2020 Proxy Statement, the following occurred:

 

·The six nominees for director were elected;

 

·The appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 was ratified; and

 

·A resolution to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the 2020 Proxy Statement, was adopted.

 

The voting results for each proposal were as follows:

 

Proposal 1 — Election of Directors:

 

   For  Withheld  Broker Non-Votes
Charles Macaluso  17,871,884  712,273  4,348,460
David A. B. Brown  17,872,849  711,308  4,348,460
Steven D. Davis  17,873,161  710,996  4,348,460
Robert B. Mills  17,872,749  711,408  4,348,460
Nelson Obus  17,873,149  711,008  4,348,460
Tracy D. Pagliara  17,868,984  715,173  4,348,460

 

Proposal 2 — Ratification of Moss Adams LLP as the Independent Registered Public Accounting Firm:

 

For  Against  Abstain  Broker Non-Votes
22,522,804  58,422  351,391  0

 

Proposal 3 — Advisory, Non-Binding Vote on Executive Compensation:

 

For  Against  Abstain  Broker Non-Votes
14,605,775  3,564,476  413,906  4,348,460

 

   
   

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 12, 2020    
     
  Williams Industrial Services Group Inc.
     
  By: /s/ Charles E. Wheelock
    Charles E. Wheelock
   

Senior Vice President, Chief Administrative Officer, General Counsel & Secretary