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CLC > SEC Filings for CLC > Form 8-K on 26-Mar-2014All Recent SEC Filings

Show all filings for CLARCOR INC.

Form 8-K for CLARCOR INC.


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

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

At the 2014 Annual Meeting of Shareholders (the "Annual Meeting") of CLARCOR Inc. (the "Company") held on March 25, 2014, the Company's shareholders approved the CLARCOR Inc. 2014 Incentive Plan (the "Plan"). The results of the shareholder vote on the Plan are set forth further below under Item 5.07 of this Current Report on Form 8-K.
A description of the Plan is included as part of Proposal #3 in the Company's Proxy Statement that was filed with the Securities and Exchange Commission on February 20, 2014 and is incorporated herein by reference. Such description is qualified in its entirety by reference to the text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

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

The Company held its Annual Meeting on March 25, 2014. A total of 46,111,929 shares of Common Stock, representing approximately 91% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:

Proposal 1: All of the nominees for director were elected to serve a three-year term until the 2017 Annual Meeting, or until their respective successors are elected and qualified, by the votes set forth in the table below:

Nominee                   For      Withheld  Broker Non-Votes
Mark A. Emkes          42,326,589   985,045     2,800,295
Robert H. Jenkins      42,096,551 1,215,083     2,800,295

Philip R. Lochner, Jr. 42,102,139 1,209,495 2,800,295

Proposal 2: The Company's shareholders approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement pursuant to Item 402 of Regulation S-K under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, by the votes set forth in the table below:

For Against Abstain Broker Non-Votes 40,742,756 1,418,059 1,150,818 2,800,295

Proposal 3: The Company's shareholders approved the 2014 CLARCOR Inc. Incentive Plan by the votes set forth in the table below:

For Against Abstain Broker Non-Votes 37,999,578 5,193,572 118,483 2,800,295

Proposal 4: The Company's shareholders did not approve a shareholder proposal regarding environmental sustainability reporting by the votes set forth in the table below:

For Against Abstain Uncast Broker Non-Votes 14,335,838 21,530,092 7,443,735 1,968 2,800,295

Proposal 5:

The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal 2014 was ratified by the Company's shareholders by the votes set forth in the table below:

For Against Abstain
45,733,563 371,791 6,574

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