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AEPI > SEC Filings for AEPI > Form 8-K on 11-Apr-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Submission of Matters to a Vote of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the annual meeting of stockholders of AEP Industries Inc. (the "Company") on April 9, 2013, stockholders approved the AEP Industries Inc. 2013 Omnibus Incentive Plan (the "2013 Plan"). The 2013 Plan provides for the award to non-employee directors and key employees of the Company of options, restricted stock, restricted stock units, stock appreciation rights, performance awards (which may take the form of performance units or performance shares) and other awards to acquire up to an aggregate of 375,000 shares of the Company's common stock. As a result of stockholder approval of the 2013 Plan, all subsequent awards of performance units, restricted stock, restricted stock units, unrestricted stock, options, stock appreciation rights or other stock and stock unit awards will be granted under the 2013 Plan and no new awards will be made under the AEP Industries Inc. 2005 Stock Option Plan. The foregoing summary is qualified in its entirety by reference to the 2013 Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

On April 9, 2013, the Company's Board of Directors approved the forms of a Performance Unit Award Agreement, a Restricted Stock Award Agreement and a Stock Option Award Agreement for grants to participants in the 2013 Plan. Copies of the form of award agreements are attached hereto as Exhibits 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the annual meeting of stockholders of the Company on April 9, 2013, stockholders elected the three Class C director nominees to the Board to serve three-year terms, ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2013, approved (on an advisory basis) the compensation of the Company's named executive officers, approved the AEP Industries Inc. 2013 Omnibus Incentive Plan, and approved the material terms of performance goals used under the AEP Industries Management Incentive Plan for compliance with Section 162(m) of the Internal Revenue Code.

For Proposal 1, the three nominees receiving the most votes cast were elected as directors. Proposals 2, 3, 4 and 5 required the affirmative vote of the holders of a majority of shares entitled to vote and present at the meeting. The Proposals are described in detail in the Company's definitive proxy statement filed on February 22, 2013 with the Securities and Exchange Commission.

The results of the voting are shown below.

Proposal 1-Election of Directors

                                                    Votes         Broker
               Class C Nominees    Votes For      Withheld      Non-Votes
               J. Brendan Barba     2,071,020       847,279        257,850
               Richard E. Davis     2,061,429       856,870        257,850
               Lee C. Stewart       2,064,074       854,225        257,850

Proposal 2-Ratification of Appointment of Independent Registered Public
Accounting Firm

                                        Votes     Votes
                           Votes For   Against   Abstain
                           3,155,514   12,767     7,868

Proposal 3-Advisory Vote on Named Executive Officer Compensation

                                   Votes     Votes     Broker
                      Votes For   Against   Abstain   Non-Votes
                      2,907,577    4,569     6,153     257,850

Proposal 4-Approval of the AEP Industries Inc. 2013 Omnibus Incentive Plan

                                   Votes     Votes     Broker
                      Votes For   Against   Abstain   Non-Votes
                      2,846,375   66,175     5,748     257,851

Proposal 5-Approval of the Material Terms of Performance Goals Used Under the
AEP Industries Inc. Management Incentive Plan

                                   Votes     Votes     Broker
                      Votes For   Against   Abstain   Non-Votes
                      2,895,532   16,883     5,883     257,851

Item 9.01. Financial Statements and Exhibits.

  No.                                     Description

10.1         2013 Omnibus Incentive Plan (incorporated by reference from the
             Company's Proxy Statement on Schedule 14A filed on February 22, 2013)

10.2         Form of Performance Unit Award Agreement (2013 Omnibus Incentive Plan)

10.3         Form of Restricted Stock Award Agreement (2013 Omnibus Incentive Plan)

10.4         Form of Stock Option Award Agreement (2013 Omnibus Incentive Plan)

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