Form 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 15, 2013

 

 

GSI GROUP INC.

(Exact name of registrant as specified in its charter)

 

 

 

New Brunswick, Canada   001-35083   98-0110412

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

125 Middlesex Turnpike

Bedford, Massachusetts

  01730
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (781) 266-5700

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 (see General Instruction A.2. below):

 

¨ 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 15, 2013, GSI Group Inc. (the “Company”) held its Annual Meeting of Shareholders. A total of 28,486,015 common shares were present or represented by proxy at the meeting, representing approximately 83.94 percent of the Company’s common shares outstanding as of the April 10, 2013 record date. The following are the voting results on proposals considered and voted upon at the meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 19, 2013.

Item 1 — Election of directors for a term of office expiring on the date of the annual meeting of shareholders in 2014, until his successor is elected or appointed, or until his earlier death, resignation or removal.

 

NOMINEE    Votes FOR    Votes WITHHELD    Broker Non-Votes

Stephen W. Bershad

   25,185,398    272,480    3,028,137

Harry L. Bosco

   25,337,942    119,936    3,028,137

Dennis J. Fortino

   25,182,605    275,273    3,028,137

Ira J. Lamel

   25,196,918    260,960    3,028,137

Dominic A. Romeo

   25,346,404    111,474    3,028,137

John A. Roush

   25,340,599    117,279    3,028,137

Thomas N. Secor

   25,337,587    120,291    3,028,137

Based on the foregoing votes, each of the seven nominees for director was elected.

Item 2 — Advisory vote on the Company’s executive compensation.

 

Votes FOR    Votes AGAINST    Votes ABSTAINED    Broker Non-Votes
24,867,550    374,427    215,901    3,028,137

Item 3 — Advisory vote on the frequency of future advisory votes on executive compensation.

 

Votes for 1 Year    Votes for 2 Years    Votes for 3 Years    Votes ABSTAINED    Broker Non-Votes
23,917,156    5,003    1,467,992    67,727    3,028,137

Based on these voting results and consistent with the Board of Directors’ recommendation, the Board of Directors has determined to hold an advisory vote on the Company’s executive compensation every year until the next advisory vote regarding the frequency of future advisory votes on executive compensation is submitted to the shareholders or the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the shareholders.

Item 4 — Appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to serve until the 2014 annual meeting of shareholders.

 

Votes FOR    Votes AGAINST    Votes ABSTAINED    Broker Non-Votes
28,449,696    9,498    26,821    0

 

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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.

 

   

GSI Group Inc.

    (Registrant)
Date: May 20, 2013     By:  

/s/ Robert J. Buckley

      Robert J. Buckley
      Chief Financial Officer

 

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