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RES > SEC Filings for RES > Form 8-K on 22-Apr-2014All Recent SEC Filings

Show all filings for MARINE PRODUCTS CORP

Form 8-K for MARINE PRODUCTS CORP


22-Apr-2014

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


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

On April 22, 2014, during the annual meeting of stockholders of RPC, Inc. (the "Company"), the stockholders approved the 2014 Stock Incentive Plan. The material terms of the Agreement were previously reported in the Company's Proxy Statement dated March 17, 2014 (the "Proxy Statement"), under the caption "Proposal 3: Approval of the 2014 Stock Incentive Plan." The Agreement was filed as Appendix A to the Company's proxy statement filed with the Securities and Exchange Commission on March 17, 2014.

The 2014 Stock Incentive Plan authorizes the Compensation Committee of the Board of Directors of the Company to grant to directors, officers and other key employees stock options and other equity compensation as more fully described and summarized in the Company's Proxy Statement.



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

The 2014 Annual Meeting of Stockholders of the Company was held on April 22, 2014. At the Annual Meeting, the stockholders of the Company (i) elected three Class I nominees to the Board of Directors; (ii) ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014; (iii) held a vote to approve the 2014 Stock Incentive Plan; (iv) held a nonbinding vote on executive compensation; and (v) held a vote on the stockholder proposal requesting that the Company issue a sustainability report.

The voting results for each proposal are as follows:

1. To elect the three Class I nominees to the Board of Directors:

                                                               Broker
                                      For        Withheld     Non-Vote
             Class I nominees:
             R. Randall Rollins   189,202,155   13,458,545     9,132,352
             Henry B. Tippie      189,572,175   13,085,525     9,132,352
             James B. Williams    196,335,577    6,322,123     9,132,352

2. To ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014:

For Against Abstain 211,373,032 371,682 48,337

3. To approve the 2014 Stock Incentive Plan:

                                                           Broker
                       For         Against      Abstain   Non-Vote
                   177,862,497     24,682,862   112,344   9,135,349

-2-

4. To hold a non-binding vote on executive compensation:

                                                          Broker
                       For        Against     Abstain    Non-Vote
                   192,372,576   1,324,730   8,960,401   9,135,345

5. To hold a vote on the stockholder proposal requesting that the Company issue a sustainability report:

                                                           Broker
                      For         Against      Abstain    Non-Vote
                   17,626,237   179,322,771   5,708,684   9,135,360



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

10.1           2014 Stock Incentive Plan
               (incorporated by reference to
               Appendix A to the Registrant's
               definitive Proxy Statement filed
               with the Securities and Exchange
               Commission on March 17, 2014).

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