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OCC > SEC Filings for OCC > Form 8-K on 27-Mar-2013All Recent SEC Filings

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Form 8-K for OPTICAL CABLE CORP


27-Mar-2013

Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure,


Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 26, 2013, Optical Cable Corporation ("OCC" or the "Company") held its annual meeting of shareholders at the Green Ridge Recreation Center, 7415 Wood Haven Road, Roanoke, Virginia for the purposes of (1) electing five directors from the slate of directors nominated in accordance with OCC's bylaws to serve until the next annual meeting of shareholders, (2) approving the Amended and Restated 2011 Stock Incentive Plan, including the reservation of an additional 500,000 common shares of the Company for issuance under the Amended and Restated 2011 Stock Incentive Plan, (3) ratifying the appointment of KPMG LLP as the independent registered public accounting firm for OCC, (4) approving, on a non-binding advisory basis, the compensation of the Company's named executive officers and (5) voting, on a non-binding advisory basis, on the frequency of future advisory votes on named executive officer compensation.

1. Election of Directors. Each of the following directors were elected to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified. The vote regarding such directors was as follows:

                             Common Share        Common Share          Common Share
  Directors                   Votes For         Votes Withheld       Broker  Non-Votes

  Neil D. Wilkin, Jr.            3,118,071              648,804               1,936,424

  Randall H. Frazier             3,097,039              669,836               1,936,424

  John M. Holland                3,079,203              687,672               1,936,424

  Craig H. Weber                 3,109,194              657,681               1,936,424

  John B. Williamson, III        2,861,312              905,563               1,936,424

2. Approval of the Amended and Restated 2011 Stock Incentive Plan, including the reservation of an additional 500,000 common shares of the Company for issuance under the Amended and Restated 2011 Stock Incentive Plan. The Amended and Restated 2011 Stock Incentive Plan was approved and 500,000 common shares of the Company were reserved for issuance under the Amended and Restated 2011 Stock Incentive Plan. The vote regarding the approval and reservation was as follows:

              Number of Common Share Votes For            3,065,952

              Number of Common Share Votes Against          694,952

              Number of Common Share Votes Abstain            5,971

              Number of Common Share Broker Non-Votes     1,936,424


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3. Ratification of KPMG LLP. KPMG was ratified as the independent registered public accounting firm for OCC. The vote regarding the ratification was as follows:

              Number of Common Share Votes For            5,659,777

              Number of Common Share Votes Against           37,608

              Number of Common Share Votes Abstain            5,914

              Number of Common Share Broker Non-Votes            -

4. Approval, on a non-binding advisory basis, the compensation to the Company's named executive officers. The compensation of the Company's named executive officers was approved on a non-binding advisory basis. The vote regarding the approval was as follows:

              Number of Common Share Votes For            3,413,680

              Number of Common Share Votes Against          333,408

              Number of Common Share Votes Abstain           19,787

              Number of Common Share Broker Non-Votes     1,936,424

5. Voting, on a non-binding advisory basis, on the frequency of future advisory votes on named executive officer compensation. The frequency of voting once every year on named executive compensation was approved on a non-binding advisory basis. The vote regarding the frequency was as follows:

      Number of Common Share Votes For Once Every Year            2,435,477

      Number of Common Share Votes For Once Every Two Years           8,402

      Number of Common Share Votes For Once Every Three Years     1,272,637

      Number of Common Share Votes Abstain                           50,359

      Number of Common Share Broker Non-Votes                     1,936,424

No other matters were voted upon at the annual meeting of shareholders.



Item 7.01 Regulation FD Disclosure.

On March 26, 2013, following the formal portion of the shareholder meeting, Mr. Neil Wilkin, Chairman of the Board, President and CEO, provided a brief presentation on the Company. The material portions of the presentation are attached hereto as Exhibit 99.1.

The information in the preceding paragraph, as well as Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references Section 7.01 of this Current Report on Form 8-K. All information in Exhibit 99.1 speaks as of the date thereof and the Company does not assume any obligation to update said information in the future. In addition, the Company disclaims any inference regarding the materiality of such information which otherwise may arise as a result of its furnishing such information under Item 7.01 of this report on Form 8-K.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following is filed as an Exhibit to this Report.


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Exhibit
No. Description of Exhibit

99.1 Presentation Materials from Shareholder Meeting on March 26, 2013.

(FILED HEREWITH)


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