Form 8-K DMC Global Inc. For: Jun 01

June 1, 2018 8:22 AM




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): June 1, 2018 (May 31, 2018)
 
DMC GLOBAL INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
0-8328
 
84-0608431
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
5405 Spine Road
Boulder, Colorado  80301
(Address of Principal Executive Offices, Including Zip Code)
 
(303) 665-5700
(Registrant’s 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:
 
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).

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. o






Item 5.07                                           Submission of Matters to a Vote of Security Holders.
 
The Annual Meeting of Stockholders (the "Annual Meeting") of DMC Global Inc. (the “Company”) was held on May 31, 2018. At the Annual Meeting, the stockholders of the Company (i) elected the seven persons listed below to serve as directors of the Company until the 2019 Annual Meeting of Stockholders; (ii) approved, by a non-binding advisory vote, the compensation of the Company’s executive officers; and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
 
The Company had 14,875,223 shares of Common Stock outstanding as of April 6, 2018, the record date for the Annual Meeting. At the Annual Meeting, holders of a total of 14,129,573 shares of Common Stock were present in person or represented by proxy. The following sets forth information regarding the results of the voting at the Annual Meeting:


Proposal 1    The stockholders elected each of the seven nominees to the Board of Directors for a one-year term. The voting results were as follows:
Name
 
Shares Voted "For"
 
Shares Withheld
 
Broker Non-Votes
David C. Aldous
 
11,124,396

 
838,526

 
2,166,651

Yvon Pierre Cariou
 
11,329,700

 
633,222

 
2,166,651

Robert A. Cohen
 
11,087,520

 
875,402

 
2,166,651

James J. Ferris
 
10,412,999

 
1,549,923

 
2,166,651

Richard P. Graff
 
10,928,881

 
1,034,041

 
2,166,651

Kevin T. Longe
 
11,345,420

 
617,502

 
2,166,651

Clifton Peter Rose
 
11,159,659

 
803,263

 
2,166,651



Proposal 2    The results on the non-binding advisory vote concerning the compensation of the Company's executive officers (the “say-on-pay vote”) were as follows:
Shares Voted "For"
 
Shares Voted "Against"
 
Shares Voted "Abstain"
 
Broker Non-Votes
10,330,970

 
1,390,261

 
241,691

 
2,166,651



Proposal 3    The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018. The voting results were as follows:
Shares Voted "For"
 
Shares Voted "Against"
 
Shares Voted "Abstain"
13,489,482

 
620,760

 
19,331



Item 8.01                                          Other Matters.

The Board of Directors of the Company approved the following membership structure of the committees of the Board of Directors, effective as of May 31, 2018:






Name
 
Audit Committee
 
Compensation Committee
 
Corporate Governance and Nominating Committee
 
Health, Safety, Security and Environment Committee
David C. Aldous
 
 
 
 
 
 
Yvon Pierre Cariou
 
 
 
 
 
 
 
C
Robert A. Cohen
 
 
 
C
 
 
 
James J. Ferris
 
 
 
 
 
 
Richard P. Graff
 
C
 
 
 
 
 
Kevin T. Longe
 
 
 
 
 
 
 
Clifton Peter Rose
 
 
 
 
C
 
 

C - Chair    ✓ - Member








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.
 
 
DMC Global Inc.
 
 
 
 
Dated: June 1, 2018
By:
/s/ Michael Kuta
 
 
Michael Kuta
 
 
Chief Financial Officer



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