(Current report filing)
Filed 10/16/15 for the Period Ending 10/15/15
Address 6060 SEPULVEDA BLVD
VAN NUYS, CA 91411-2512
Telephone 8187872100
CIK 0000032166
Symbol ELRC
SIC Code 7359 - Equipment Rental and Leasing, Not Elsewhere Classified Industry Rental & Leasing
Sector Services Fiscal Year 05/31
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549FORM 8-K
Date of report (Date of earliest event reported) October 15, 2015
(Exact Name of Registrant as Specified in Charter)
California | 0-9061 | 95-2412961 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
6060 Sepulveda Boulevard, Van Nuys, CA 91411-2501
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (818) 787-2100
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))
On October 15, 2015 , Electro Rent Corporation (the 'Company') held its Annual Meeting of Shareholders (the 'Annual Meeting') at the Company's offices located at 6060 Sepulveda Boulevard, Van Nuys, California 91411-2512. As of August 18, 2015 , the record date for the Annual Meeting, there were 24,108,816 shares of our common stock outstanding. Each share of our common stock was entitled to one vote at the Annual Meeting. Shares of our common stock representing 22,896,099 votes were represented at the Annual Meeting in person or by proxy, constituting a quorum for the Annual Meeting. The proposals presented at the Annual Meeting (which are described in the Company's proxy statement which the Company filed with the Securities and Exchange Commission on September 16, 2015 ) and voting results for the proposals are set forth below:
Proposal 1 - Election of Directors
By the votes reflected below, our shareholders elected the following individuals to serve as directors until the 2016 Annual Meeting of Shareholders and until his or her respective successor is duly elected and qualified:
Nominee | Votes For | Votes Withheld | Broker Non-Votes |
Nancy Y. Bekavac | 19,852,125 | 427,948 | 2,616,026 |
Karen J. Curtin | 20,136,525 | 143,548 | 2,616,026 |
Theodore E. Guth | 19,950,110 | 329,963 | 2,616,026 |
Daniel Greenberg | 20,133,913 | 146,160 | 2,616,026 |
Joseph J. Kearns | 19,952,722 | 327,351 | 2,616,026 |
James S. Pignatelli | 20,131,800 | 148,273 | 2,616,026 |
Proposal 2 - Ratification of Selection of Independent Registered Public Accounting Firm
By the votes reflected below, our shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2016:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
22,816,352 | 42,547 | 37,200 | - |
Proposal 3 - Advisory (Non-Binding) Resolution Regarding Executive Compensation (Say-On-Pay)
By the votes reflected below, our shareholders approved an advisory, non-binding resolution approving the compensation of the Company's named executive officers as disclosed in the Company's proxy statement filed with the Securities and Exchange Commission on September 16, 2015 :
Votes For | Votes Against | Abstentions | Broker Non-Votes |
19,896,401 | 203,672 | 180,000 | 2,616,026 |
Proposal 4 - Approval of the Amendment and Restatement of the 2005 Equity Incentive Plan and the Material Terms of the Performance Goals under the 2005 Equity Incentive Plan
By the votes reflected below, our shareholders approved the amendment and restatement of the 2005 Equity Incentive Plan ( the 'Plan') and the material terms of the performance goals under the Plan as disclosed in the Company's proxy statement filed with the Securities and Exchange Commission on
September 16, 2015 :
Votes For | Votes Against | Abstentions | Broker Non-Votes |
19,974,837 | 241,895 | 63,341 | 2,616,026 |
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.
Electro Rent Corporation
Date: October 16, 2015 By: /s/ Allen Sciarillo Allen Sciarillo
Vice President of Finance and Acting Chief Financial Officer
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