8-KThe WireRed Alert
Executive Change · Shareholder Vote
Filed Aug 30, 2013 · 13y ago · Accession 0001193125-13-354179
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): August 29, 2013
Friedman Industries, Incorporated
(Exact name of registrant as specified in its charter)
Texas
1-07521
74-1504405
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
19747 Hwy 59 N., Suite 200
Humble, Texas
77338
(Address of principal executive offices)
(Zip Code)
713-672-9433
(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))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers
Effective August 29, 2013, Ben Harper retired from his position as Senior Vice President Finance and
Secretary/Treasurer of Friedman Industries, Incorporated (the Company). Mr. Harper will remain an employee of the Company and will serve as Vice President.
Also effective as of August 29, 2013, Alex LaRue, age 27, was elected by the Board of Directors of the Company as Assistant Vice President,
Secretary and Treasurer and will now serve as the Companys principal accounting officer. Mr. LaRue joined the Company in June 2011 and has served as the Controller of the Companys Texas Tubular Products division. Prior to joining
the Company, Mr. LaRue spent three years working for the accounting firms of Jaynes, Reitmeier, Boyd, & Therrell, P.C. and Curtis Blakely & Co. P.C. where he provided audit and accounting services to companies in the manufacturing,
insurance, finance and telecommunication industries. He holds a Bachelors Degree in Business Administration from Baylor University and is a Certified Public Accountant.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 29, 2013, the Company held its Annual Meeting of Shareholders. At the meeting, the shareholders voted on the election of seven
directors of the Company to hold office until the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified. The seven nominees of the Board of Directors of the Company were elected at the meeting. The
number of shares voted for and withheld with respect to each of the nominees were as follows:
Nominee
Shares Voted For
Shares Withheld
William E. Crow
3,792,252
198,519
Durga D. Agrawal
2,401,629
1,589,142
Charles W. Hall
2,256,708
1,734,063
Alan M. Rauch
3,806,995
183,776
Max Reichenthal
3,815,872
174,899
Joel Spira
3,646,493
344,278
Joe L. Williams
2,383,582
1,607,189
The shareholders also voted on the following non-binding, advisory resolution regarding the compensation of
the Companys executive officers: Resolved, that the shareholders approve the compensation of the Companys Named Executive Officers as disclosed in the Companys 2013 proxy statement pursuant to the disclosure rules of the U.S.
Securities and Exchange Commission (which disclosure includes the Summary Compensation Table and the other executive compensation tables and related discussion). The number of the shares that were voted for, voted against, or abstained from
voting on the approval of the non-binding, advisory resolution regarding the compensation of the Companys executive officers are as follows:
Shares
For
3,829,192
Against
94,199
Abstain
67,377
The shareholders also voted on a non-binding, advisory proposal regarding whether the non-binding shareholder
advisory vote on executive compensation should occur every one, two or three years. The number of the shares that were voted for every one year, two years or three years, or abstained from voting on the non-binding, advisory proposal regarding the
frequency of the non-binding shareholder advisory vote on executive compensation are as follows:
Shares
1 Year
3,765,862
2 Years
56,777
3 Years
114,922
Abstain
53,207
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.
Date: August 30, 2013
FRIEDMAN INDUSTRIES, INCORPORATED
By:
/s/ Alex LaRue
Alex LaRue
Assistant Vice President, Secretary and Treasurer
Filing details
- Company
- FRIEDMAN INDUSTRIES INC
- Ticker
- FRD
- CIK
- 39092
- Form type
- 8-K
- Filing date
- Aug 30, 2013
- Report date
- Aug 29, 2013
- Document
- d591508d8k.htm
- Size
- 21 KB