Executive Change · Shareholder Vote

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) – January 30, 2020   SIFCO Industries, Inc. (Exact name of registrant as specified in its charter)     Ohio   1-5978   34-0553950 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)     970 East 64th Street, Cleveland Ohio   44103 (Address of principal executive offices)   (ZIP Code) Registrant’s telephone number, including area code: (216) 881-8600 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):   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)) 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). o Emerging growth company   o 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. Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Shares   SIF   NYSE American Item 5.02     Departure of Directors or Principal Officers, Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers . At the Annual Meeting of shareholders held on January 30, 2020, the shareholders of SIFCO Industries, Inc. (the “Company”), approved an amendment (the “Amendment”) to the SIFCO Industries, Inc. 2007 Long-Term Incentive Plan (Amended and Restated as of November 16, 2016) (the “Amended and Restated LTIP”). The Amendment increased the number of shares available for award under the Amended and Restated LTIP by 550,000 shares for a total of 1,196,401 shares. The Amendment and the Amended and Restated LTIP is described in the Company’s proxy statement in connection with the 2020 Annual Meeting. The summary of the Amendment above does not purport to be complete and is qualified in its entirety by reference to the Amendment listed as Exhibit 10.1 hereto and filed with the Securities and Exchange Commission as Exhibit A to the Company’s Definitive Proxy Statement dated December 16, 2019 and incorporated herein by reference. Item 5.07      Submission of Matters to a Vote of Security Holders . On January 30, 2020, the Company held its Annual Meeting of Shareholders. The following matters set forth in our definitive proxy statement on Schedule 14A dated December 16, 2019 and filed with the Securities and Exchange Commission were voted on at our Annual Meeting of Shareholders and the results of such voting are indicated below. 1. The seven nominees listed below were elected as directors of the Company, each to serve on the Board of Directors until the Company’s Annual Meeting in 2021, with the respective votes set forth opposite their names: Directors For Withhold Broker Non-Votes Jeffrey P. Gotschall 4,026,059 298,411 798,051 Peter W. Knapper 4,016,513 307,957 798,051 Donald C. Molten Jr. 3,703,401 621,069 798,051 Alayne L. Reitman 3,717,983 606,487 798,051 Mark J. Silk 3,723,005 601,465 798,051 Hudson D. Smith 4,053,695 270,775 798,051 Norman E. Wells, Jr. 3,707,341 617,129 798,051 2. Ratify the designation of Grant Thornton LLP as the independent registered public accounting firm for the year ending September 30, 2020. Voting results are as follows: For 5,049,608 Against 47,263 Abstain 25,650 3. To cast a non-binding advisory vote on executive compensation (say-on-pay). Voting results on this proposal were as follows: For 3,991,195 Against 291,852 Abstain 41,423 Broker Non-Votes 798,051 4. To cast a vote on the frequency for holding the non-binding vote on say-on-pay (every year, every two years or every three years). Voting results on this proposal were as follows: For One Year 620,651 For Two Years 1,314,138 For Three Years 2,329,879 Abstain 59,802 Broker Non-Votes 798,051 On January 30, 2020, after taking into consideration the shareholder vote cast on the frequency for holding the non-binding vote on say-on-pay and other factors, the Company’s Board of Directors determined that the Company will conduct advisory votes to approve the compensation of the Company’s executive officers every three years. Accordingly, the Company will include an advisory vote on executive compensation in its proxy materials every three years until the next shareholder vote on the frequency of such votes is held which will be no later than the Company’s 2026 Annual Meeting of the Shareholders. 5. To cast a vote adopting an amendment to the SIFCO Industries, Inc. 2007 Long-Term Incentive Plan (Amended and Restated as of November 16, 2016). Voting results on this proposal were as follows: For 3,480,779 Against 652,999 Abstain 190,692 Broker Non-Votes 798,051 Item 9.01     Financial Statements and Exhibits . (d) Exhibits 10.1 SIFCO Industries, Inc. 2007 Long-Term Incentive Plan (Amended and Restated as of November 16, 2016) is incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement dated December 16, 2019. 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.             SIFCO Industries, Inc.     (Registrant)     Date: February 4, 2020         /s/ Thomas R. Kubera     Thomas R. Kubera     Chief Financial Officer     (Principal Financial Officer)