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 3, 2017
DUCOMMUN INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 001-08174 | 95-0693330 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 23301 Wilmington Avenue, Carson, California | 90745-6209 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (310) 513-7200
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:
| ☐ | 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. |
The 2017 Annual Meeting of Shareholders of Ducommun Incorporated (the “Company”) was held on May 3, 2017. At the meeting, the shareholders approved (1) the election of Richard A. Baldridge, Stephen G. Oswald and Robert D. Paulson as directors to serve for three-year terms ending in 2020, (2) an advisory resolution on named executive compensation, (3) one year frequency for future advisory votes on named executive officer compensation and (4) the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The shareholder vote on these matters was as follows:
| For | Withheld | Broker Non-Votes |
||||||||||
| Election of Richard A. Baldridge for a three-year term expiring in 2020 |
5,600,773 | 3,192,802 | 1,528,215 | |||||||||
| Election of Stephen G. Oswald for a three-year term expiring in 2020 |
8,395,212 | 398,363 | 1,528,215 | |||||||||
| Election of Robert D. Paulson for a three-year term expiring in 2020 |
8,066,488 | 727,087 | 1,528,215 | |||||||||
| For | Against | Abstain | Broker Non-Votes | |||||
| Advisory resolution on named executive compensation |
8,573,163 | 181,485 | 38,927 | 1,528,215 |
| 1 yr | 2yr | 3 yr | Abstain | Broker Non-Votes |
||||||||||||||||
| Advisory vote on the frequency of future advisory votes on named executive officer compensation |
6,407,677 | 26,929 | 1,831,743 | 526,860 | 1,528,215 | |||||||||||||||
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm |
10,257,582 | 58,544 | 5,664 | 0 | ||||||||||||
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.
| DUCOMMUN INCORPORATED | ||||||
| (Registrant) | ||||||
| Date: May 5, 2017 | By: | /s/ Amy M. Paul | ||||
| Amy M. Paul | ||||||
| Vice President, General Counsel | ||||||