8-KThe WireRed Alert
Executive Change · Shareholder Vote
Filed Apr 26, 2019 · 7y ago · Accession 0001193125-19-122460
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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): April 24, 2019
LINCOLN ELECTRIC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Ohio
0-1402
34-1860551
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
22801 St Clair Avenue
Cleveland, Ohio 44117
(Address of principal executive offices, with zip code)
(216) 481-8100
(Registrants 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):
☐
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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain officers.
Gabriel Bruno Designated as Principal Accounting Officer
On April 24, 2019, the Board of Directors (the Board) of Lincoln Electric Holdings, Inc. (the Company) designated Gabriel Bruno as
its Principal Accounting Officer. Mr. Bruno, age 51, has served as Executive Vice President, Finance since January 1, 2019. Mr. Bruno also served in the roles of Executive Vice President, Chief Human Resources Officer and/or Chief
Information Officer from February 2014 to December 31, 2018 and Vice President Chief Information Officer from May 2012 to February 2014. Prior to his roles as Chief Human Resources Officer and/or Chief Information Officer of the Company,
Mr. Bruno served as Vice President, Corporate Controller from 2005 to May 2012.
Geoffrey P. Allman, who was the Companys Principal Accounting
Officer prior to Mr. Brunos appointment, continues to serve as Senior Vice President, Strategy & Business Development.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
The 2019 Annual Meeting of the Company was held on Wednesday, April 24, 2019 at Lincoln Electrics Welding Technology &
Training Center, 22800 St. Clair Avenue, Cleveland, Ohio. At the 2019 Annual Meeting, 56,128,371 shares, of the 63,097,077 shares that were outstanding and entitled to vote (89%), were represented in person or by proxy, constituting a quorum.
The final results of voting on each of the matters submitted for a vote of security holders at the 2019 Annual Meeting are as follows:
Proposal 1 - Shareholders elected eleven directors, each to hold office until the 2020 Annual Meeting of Shareholders and until
their successors are duly elected and qualified, as set forth below.
Name
Votes For
Votes
Withheld
Broker
Non-Votes
Curtis E. Espeland
49,700,407
112,489
6,315,475
Patrick P. Goris
49,689,012
123,884
6,315,475
Stephen G. Hanks
49,448,236
364,660
6,315,475
Michael F. Hilton
39,948,134
9,864,762
6,315,475
G. Russell Lincoln
49,472,791
340,105
6,315,475
Kathryn Jo Lincoln
48,981,182
831,714
6,315,475
William E. MacDonald, III
49,281,160
531,736
6,315,475
Christopher L. Mapes
48,813,388
999,508
6,315,475
Phillip J. Mason
49,691,543
121,353
6,315,475
Ben P. Patel
49,479,951
332,945
6,315,475
Hellene S. Runtagh
49,328,828
484,068
6,315,475
Proposal 2 - Shareholders ratified the appointment of Ernst & Young LLP as the
Companys independent auditors for the year ending December 31, 2019, as set forth below.
Votes For
Votes Against
Abstentions
Broker Non-Votes
55,384,950
687,273
56,148
0
Proposal 3 - Shareholders approved, on an advisory basis, the compensation of the Companys
named executive officers, as set forth below.
Votes For
Votes Against
Abstentions
Broker Non-Votes
46,968,984
1,160,563
1,683,349
6,315,475
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.
LINCOLN ELECTRIC HOLDINGS, INC.
Date: April 26, 2019
By:
/s/ Jennifer I. Ansberry
Jennifer I. Ansberry, Executive Vice President,
General Counsel & Secretary
Filing details
- Ticker
- LECO
- CIK
- 59527
- Form type
- 8-K
- Filing date
- Apr 26, 2019
- Report date
- Apr 24, 2019
- Document
- d718967d8k.htm
- Size
- 31 KB