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Form 8-K EASTERN CO For: Apr 27

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May 3, 2016 3:36 PM EDT
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: April 27, 2016
(Date of earliest event reported)


 
The Eastern Company
 (Exact name of Registrant as specified in its charter)
 
 

Connecticut
0-599
06-0330020
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
  
identification No.)


112 Bridge Street, Naugatuck, Connecticut
06770
(Address of principal executive offices)
(Zip Code)


(203) 729-2255
 (Registrant’s telephone number, including area code)

________________________________________________
(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)

[ ]  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))


 
 
 

Section 3 -- Securities and Trading Markets


ITEM 3.03 – Material Modifications to Rights of Security Holders.

As more fully described below, an amendment to the  certificate of incorporation of The Eastern Company (the “Company” or the “Registrant”) was approved by the Registrant’s shareholders; an amendment to the Registrant’s bylaws was approved by the Registrant’s Board of Directors: and a Majority Voting Director Resignation Policy was adopted by the Registrant’s Board of Directors, all effective as described below. The class of securities involved is the Registrant’s common stock. The general effect of these items is described in Item No. 2 to the Registrant’s Schedule 14A filed March 15, 2016, as amended by Amendment No 2 to the Registrant’s Schedule 14A filed April 19, 2016, each of which is incorporated herein by reference.

   (1)  On April 27, 2016, The Company held its annual meeting of shareholders (the “Annual Meeting”). The Company’s shareholders voted for Proposal #2 - AMENDMENT TO THE COMPANY’S CERTIFICATE OF 
   INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS AND TO ELECT DIRECTORS BY MAJORITY VOTE.



The shareholders of the Company approved the amendment to Article Ninth of the certificate of incorporation of the Company at the Annual Meeting.  As amended, Article Ninth reads as follows:

“NINTH:  Each member of the Board of Directors of the corporation shall be elected by the stockholders at the annual meeting of the stockholders, and shall serve for a term of one year.  Except in a contested election, directors shall be elected by a majority of the votes cast by the shares entitled to vote in the election of directors at the annual meeting of the stockholders at which a quorum is present (that is, if the votes cast for a nominee’s election as a director exceed the votes cast against such nominee’s election as a director).  In a contested election, directors shall be elected by a plurality of the votes cast at such annual meeting.  An election shall be considered to be contested if, as of the record date for such annual meeting, there are more nominees for election to the Board of Directors than there are positions on the Board of Directors to be filled by election at the annual meeting.  Any director elected to fill a vacancy shall hold office until the next annual meeting of stockholders.

“At the annual meeting of stockholders in 2017, the term of the directors elected in 2014 shall expire, and their successors shall be elected for a term of one year.  At the annual meeting of stockholders in 2018, the term of the directors elected in 2015 and 2017 shall expire, and their successors shall be elected for a term of one year.  At the annual meeting of stockholders in 2019, the term of the directors elected in 2016, 2017 and 2018 shall expire, and their successors shall be elected for a term of one year.  At each annual meeting thereafter, the term of all of the directors shall expire and their successors shall be elected for a term of one year.”

This amendment to Article Ninth will be become effective upon filing with the Connecticut Secretary of State, which is anticipated during the first week of May 2016.

(2) The Board of Directors of the Company approved the amendment of Article III, Section 2 and Section 3 of the By-laws of the Company, contingent on the shareholders’ approval of the proposed amendment to Article Ninth of the Company’s certificate of incorporation described above. The shareholders so approved the Amendment to Article Ninth at the Annual Meeting. This amendment to the Company’s Bylaws became effective as of date of the Annual Meeting.  A copy of the amendment is filed herewith as Exhibit 3(ii) and incorporated herein by reference.

(3) The Board of Directors of the Company approved Majority Voting Director Resignation Policy, a copy of which is filed herewith as Exhibit 4 and incorporated herein by reference, contingent on the shareholders’ approval of the proposed amendment to Article Ninth of the certificate of incorporation of the Company. As a result of the shareholder approval said Article Ninth at the Annual Meeting, this policy became effective on April 27, 2016.

 
 
 


Section 5 – Corporate Government and Management

ITEM 5.07 - Submission of Matters to a Vote of Security Holders

On April 27, 2016, The Company held its annual meeting of shareholders. The results of the vote at the meeting were as follows:


     
FOR
  
WITHHELD
  
BROKER NON-VOTE
      
1)
Election of Fredrick D. DiSanto as a director for a three-year term expiring in the year 2019:
  
 
4,600,909
  
 
  136,292
  
 
1,144,061
      
                     
     
FOR
  
WITHHELD
  
BROKER NON-VOTE
      
 
Election of Charles W. Henry as a director for a three-year term expiring in the year 2019:
  
 
4,410,349
  
 
  326,852
  
 
1,144,061
      
                     
     
FOR
  
AGAINST
  
ABSTAINED
  
BROKER NON-VOTE
  
2)
Amendment to Company’s certificate of incorporation to declassify the Board of Directors & to elect Directors by majority vote:
  
 
4,673,772
  
 
    57,994
  
 
        5,435
  
 
1,144,061
  
                     
     
FOR
  
AGAINST
  
ABSTAINED
      
3)
Ratification of appointment of Fiondella, Milone & LaSaracina LLP as independent registered public accounting firm:
  
 
5,801,095
  
 
    71,319
  
 
        8,848
      



Section 9 - Financial Statements and Exhibits

ITEM 9.01 Financial Statements and Exhibits.

(d)           The following exhibits are filed herewith:

3(i) --  Certificate of Amendment to Certificate of Incorporation

3(ii) --  Amendment to Bylaws

4     --  Majority Voting Director Resignation Policy


 
 
 


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.
 

 

The Eastern Company


Date:  April 29, 2016     
/s/John L. Sullivan III
 
John L. Sullivan III
Vice President and Chief Financial Officer

Exhibit 3 (i)

SECRETARY OF THE STATE OF CONNECTICUT
 
 
MAILING ADDRESS: COMMERCIAL RECORDING DVISION, CONNECTICUT SECRETARY OF THE STATE, P.O. BOX 150470, HARTFORD, CT 06115-0470

DELIVERY ADDRESS: COMMERCIAL RECORDING DIVISION, CONNECTICUT SERETARY OF STATE, 30 TRINITY STREET, HARTFORD, CT 06106

PHONE: 860-509-6003                                                      WEBSITE:  www.concord-sots,ct.gov



CERTIFICATE OF AMENDMENT

STOCK CORPORATION

FILING PARTY (CONFRIMATION WILL BE SENT TO THIS ADDRESS):FILING FEE:  $100


NAME:
John V. Galiette, Esq.
MAKE CHECKS PAYABLE TO “SECRETARY OF
THE STATE”

ADDRESS:           Reid and Riege, P.C.
One Financial Plaza

CITY:                     Hartford

STATE:                  Connecticut                                                      ZIP:           06103


1.  NAME OF CORPORATION:

The Eastern Company


2.  THE CERTIFICATE OF INCORPORATION IS (CHECK A, B OR C):


[x]  A.  AMENDED

[  ]  B.  RESTATED

[  ]  C.  AMENDED AND RESTATED

THE RESTATED CERTFICATE CONSOLIDATES ALL AMENDMENTS INTO A SINGLE DOCUMENT.


3.  CHECK 3A OR 3B OR BOTH, AS APPROPRIATE.

[X]  3A.  TEXT OF EACH AMENDEMENT/RESTATEMENT:

RESOVLED;  That, effective as of the filing of an appropriate certificate amending the Certificate of Incorporation of the Company with the Secretary of the State of Connecticut, Article Ninth of the Certificate of Incorporation of the Company is hereby amended to read in its entirely as follows:

NINTH:  Each member of the Board of Directors of the corporation shall be elected by the stockholders at the annual meeting of the stockholders, and shall serve for a term of one year.  Except in a contested election, directors shall be elected by a majority of the votes cast by the shares entitled to vote in the election of directors at the annual meeting of the stockholders at which a quorum is present (that is, if the votes cast for a nominee’s election as a director exceed the votes cast against such nominee’s election as a director).  In a contested election, directors shall be elected by a plurality of the votes cast at such annual meeting.  An election shall be considered to be contested if, as of the record date for such annual meeting, there are more nominees for election to the Board of Directors than there are positions on the Board of Directors to be filled by election at the annual meeting.  Any director elected to fill a vacancy shall hold office until the next annual meeting of stockholders.

At the annual meeting of stockholders in 2017, the term of the directors elected in 2014 shall expire, and their successors shall be elected for a term of one year.  At the annual meeting of stockholders in 2018, the term of the directors elected in 2015 and 2017 shall expire, and their successors shall be elected for a term of one year.  At the annual meeting of stockholders in 2019, the term of the directors elected in 2016, 2017 and 2018 shall expire, and their successors shall be elected for a term of one year.  At each annual meeting thereafter, the term of all of the directors shall expire and their successors shall be elected for a term of one year.

 
 
 

[   ]  3B.  ELECTION OF BENEFIT CORPORATION STATUS. (MUST check box 3B if electing Benefit Corporation Status.)

The corporation elects to be a Benefit Corporation. In addition to the stated purposes for which the corporation is formed, the corporation shall also have the purpose to create a general public benefit as defined in the Connecticut Benefit Corporation Act. [NOTE: If the Benefit Corporation adopts one or more specific public benefits in addition to the required general public benefit, then the corporation must set forth the specific public benefit(s) in Box 3A, “TEXT OF EACH AMENDMENT/RESTATEMENT”, above. If so, then BOTH Box 3A AND 3B should be checked on the form.]


4.  VOTE INFORMATION (SECLECT A, B, C OR D):

[X]  A.  THE AMENDMENT WAS APPROVED BY SHAREHOLDERS IN THE MANNER REQUIRED BY SECTIONS 33-600 TO 33-998 OF
  THE CONNECTICUT GENERAL STATUES, AND BY THE CERTFICIATE OF INCORPORATION.

[   ]  B.  THE AMENDEMENT WAS APPROVED BY THE INCORPORATORS.
  NO SHAREHOLDER APPROVAL WAS REQUIRED.

[   ]  C.  THE AMENDMENT WAS PPROVED BY THE BOARD OF DIRECTRS.
  NO SHAREHOLDER APPROVAL WAS REQUIRED.

[   ]  D.  THE AMENDMENT WAS APPROVED BY A MINIMUM STATUS VOTE, AS REQURIED BY THE CONNECTICUT BENEFIT CORPORAITON ACT. SELECT D IF A MINIMUM STATUS VOTE RESULTED IN THE
              ELECITON OF BENEFIT CORPORAITON STATUS.


5. EXECUTION:

     
DATED THIS 29TH DAY OF APRIL, 2016.


NAME OF SIGNATORY
(print or type)
 
CAPACITY/TITLE OF SIGNATORY
 
SIGNATURE
John L. Sullivan III
Vice President and CFO
/s/John L. Sullivan III


Exhibit 3(ii)



Amendment to Bylaws

Amended Article III, Section 2 and Section 3 of the Company’s Bylaws:

Section 2. The Board of Directors shall consist of not less than five (5) nor more than ten (10) persons serving for a term of one year, as provided in the Certificate of Incorporation.  At each Annual Meeting of the Shareholders, the Shareholders shall elect Directors to serve for a term of one year and until their respective successors shall be duly elected and qualified.

Except in a contested election, Directors shall be elected by a majority of the votes cast by the shares entitled to vote in the election of directors at the Annual Meeting of the Shareholders at which a quorum is present (that is, if the votes cast for a nominee’s election as a Director exceed the votes cast against such nominee’s election as a Director).  The Board of Directors shall adopt a policy under which, in an uncontested election, any Director who is not reelected by a majority of the votes cast shall tender his or her resignation to the Board of Directors, and the Board of Directors shall determine whether to accept or reject the resignation, or whether other action should be taken.

In a contested election, Directors shall be elected by a plurality of the votes cast at an Annual Meeting of the Shareholders at which a quorum is present.

An election shall be considered to be contested if, as of the record date for such Annual Meeting, there are more nominees for election to the Board of Directors than there are positions on the Board of Directors to be filled by election at the Annual Meeting.

Notwithstanding the foregoing, the number of persons constituting the Board of Directors may be increased or decreased by vote of the Directors then in office; provided, however, a decrease in the number of Directorships shall not affect the unexpired term of any Director in office who shall continue until the expiration of his or her term.

Section 3. Whenever any vacancy shall occur in the Board of Directors (including vacancies created by an increase in the number of Directors), the remaining Directors in office, although less than a quorum, may fill the vacancy by majority vote. The person elected to fill such vacancy shall hold office until the next Annual Meeting of the Shareholders, and until his successor shall be duly elected and qualified.


 

Exhibit 4



Majority Voting Director Resignation Policy



Majority Voting Director Resignation Policy

In accordance with the certificate of incorporation and by-laws of The Eastern Company (the “Company”), in an uncontested election, a nominee for election to the Board of Directors must receive a majority of the votes cast at an Annual Meeting of the Shareholders at which a quorum is present.  A nominee shall be elected as a director by a majority of the votes cast if the votes cast for the nominee’s election as a director exceed the votes cast against such nominee’s election as a director.  An election shall be considered to be contested if, as of the record date for such Annual Meeting, there are more nominees for election to the Board of Directors than there are positions on the Board of Directors to be filled by election at the Annual Meeting.

If a director is subject to reelection in an uncontested election by a majority of the votes cast, and if he or she fails to receive the required number of votes for reelection, then the Board of Directors expects the director to tender his or her resignation.  The Board of Directors shall nominate for election or reelection as a director only those candidates who agree to tender, promptly following the Annual Meeting at which they are elected or reelected as a director, irrevocable resignations that will be effective upon:  (a) their failure to receive the required vote at the next Annual Meeting at which they face reelection; and (b) the acceptance of such resignation by the Board of Directors.  In addition, the Board of Directors shall fill vacancies on the Board of Directors and new directorships only with candidates who agree to tender, promptly following their appointment to the Board of Directors, the same form of resignation tendered by other directors in accordance with this policy.

If an incumbent director fails to receive the required vote for reelection, the Board of Directors shall act on an expedited basis to determine whether to accept or reject the director’s resignation.  The director whose resignation is under consideration shall abstain from participating in any decision regarding that resignation.  The Board of Directors may consider such factors they deem to be relevant in deciding whether to accept or reject a director’s resignation.





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