Alamo 8-K

 


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 5, 2011

 

Alamo Group Inc.
(Exact name of registrant as specified in its charter)

 

State of Delaware

(State or Other Jurisdiction

of Incorporation)

0-21220

 (Commission file number)

 74-1621248

(I.R.S. Employer

Identification No.)

 

 

1627 E. Walnut

Seguin, Texas 78155

(Address of Registrant’s principal executive offices, including zip code)

 

(830) 379-1480

                                                     

(Registrant’s telephone number, including area code)

 

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))

 

 


 



 

 

 

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

 

On May 5, 2011, Alamo Group Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).  The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on March 21, 2011 (the “Proxy Statement”).

 

Set forth below, with respect to each proposal, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes:

 

Proposal 1 — Election of directors

 

The stockholders approved the election of all six of the nominees for director to serve until the next Annual Meeting or until their successors are duly elected and qualified.  The voting results were as follows:

 

For

Against

Abstain

Broker
Non-Votes

Helen W. Cornell

10,714,164

5,665

69,405

677,894

Jerry E. Goldress

10,591,948

122,328

74,958

677,894

David W. Grzelak

10,439,250

275,441

74,543

677,894

Gary L. Martin

10,285,303

39,071

464,860

677,894

Ronald A. Robinson

10,713,435

5,219

70,580

677,894

James B. Skaggs

10,708,304

5,821

75,109

677,894

 

Proposal 2 — Ratification of appointment of KPMG LLP as independent auditor for fiscal year 2011

 

The appointment of KPMG LLP to serve as the Company’s independent auditor for the fiscal year ending December 31, 2011 was ratified. The voting results were as follows:

 

For

Against

Abstain

Broker
Non-Votes

11,348,665

103,298

15,165

0

 

Proposal 3 — Advisory vote on compensation of named executive officers

 

The stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers as described in our Proxy Statement, by the votes set forth in the table below:

 

For

Against

Abstain

Broker
Non-Votes

10,718,549

38,883

31,801

677,895

 

Proposal 4 — Advisory vote on the frequency of the advisory vote on compensation of named executive officers

 

The stockholders voted, on an advisory, non-binding basis, that the frequency of the advisory vote on compensation of named executive officers should be held as set forth in the table below:

 

3 Years

2 Years

1 Year

Abstain

Broker
Non-Votes

6,930,657

101,937

3,734,049

22,589

677,896

 

Based on these results and consistent with a [majority] of votes cast with respect to this matter, the Company’s board of directors has adopted a policy to hold an advisory vote on compensation of named executive officers every three years.

 

 

 


 


 

 

 

 


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 authorized officer.

 

 

 

 

 

Alamo Group Inc.

Date: May 6, 2011

 

 

 

By:

 

                         /s/ Robert H. George

 

 

 

 

 

 

                            Robert H. George

                            Vice President