Item 8.01. Other Events.
On September 14, 2009, PMFG, Inc. (the "Company") issued a press release
(the "Press Release") announcing that it has filed a preliminary proxy statement
with the Securities and Exchange Commission related to the Company's 2009 annual
meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the
Company's stockholders will be asked to consider and vote on the following
proposals (i) to elect two directors to serve until the Company's 2012 annual
meeting of stockholders, (ii) to approve an amendment to the Company's Second
Amended and Restated Certificate of Incorporation to increase the authorized
common stock from 25 million shares to 50 million shares, and (iii) to approve
the potential issuance of shares of common stock in excess of 19.99% of the
Company's outstanding common stock upon conversion or redemption of, or dividend
or liquidation payment on, the Company's recently issued Series A Convertible
Preferred Stock.
The Press Release is filed pursuant to, and incorporated by reference in,
this Item 8.01 as soliciting material pursuant to Rule 14a-12 promulgated under
the Securities and Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated September 14, 2009, issued by PMFG, Inc.
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