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): August 27, 2015
SMITH-MIDLAND CORPORATION
(Exact Name of Registrant as Specified in Charter)
|
| | |
Delaware (State or Other Jurisdiction of Incorporation) | 1-13752 (Commission File Number) | 54-1727060 (I.R.S. Employer Identification Number) |
P.O. Box 300, 5119 Catlett Road
Midland, Virginia 22728
(Address of principal executive offices)
(504) 439-3266
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 |
The Company held its Annual Meeting of Stockholders on August 27, 2015 (“2015 Annual Meeting”). There were three proposals presented by the management of the Company, Proposals 1 and 3. were approved, while Proposal 2. failed to receive enough affirmative votes for approval. The vote was as follows:
Proposal No. 1. Election of Directors
The election of the following individuals to serve as directors until the next annual meeting or until their successors are duly elected and qualified.
|
| | | | | | | | |
| For | | Withheld | | Non Votes |
Rodney I. Smith | 1,979,208 |
| | 558,460 |
| | 1,759,740 |
|
Ashley B. Smith | 1,964,183 |
| | 573,485 |
| | 1,759,740 |
|
Wesley A. Taylor | 1,924,285 |
| | 603,383 |
| | 1,759,740 |
|
G.E. "Nick" Borst | 1,940,022 |
| | 597,646 |
| | 1,759,740 |
|
| |
Proposal No. 2. | Proposal to Approve the 2015 Equity Incentive Plan |
|
| | | | | | | | | |
For | | Against | | Abstain | | Non Votes |
1,075,483 |
| | 1,452,335 |
| | 9,850 |
| | 1,759,740 |
| |
Proposal No. 3. | Proposal to Ratify and Approve the Selection of BDO USA, LLP as the Independent Auditors for the Company for the Year Ending December 31, 2015 |
|
| | | | | | | | | |
For | | Against | | Abstain | | Non Votes |
3,734,749 |
| | 561,804 |
| | 855 |
| | — |
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.
|
| |
Date: August 31, 2015 | |
| SMITH-MIDLAND CORPORATION |
| |
| By: /s/ William A. Kenter |
| William A. Kenter Chief Financial Officer |