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FAST > SEC Filings for FAST > Form 8-K on 24-Apr-2014All Recent SEC Filings

Show all filings for FASTENAL CO

Form 8-K for FASTENAL CO


24-Apr-2014

Change in Directors or Principal Officers


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

In accordance with the director age-limitation policy adopted by the board of directors of Fastenal Company (the "Company") in 2012, two of the Company's directors, Robert A. Kierlin, who was chairman of the board of the Company, and Stephen M. Slaggie, retired from service on the board effective immediately after the Company's annual meeting of shareholders held on April 22, 2014 (the "Annual Meeting"). The director-age limitation policy is described in the Company's proxy statement for the Annual Meeting. Willard D. Oberton, who is the chief executive officer of the Company, assumed the additional position of chairman of the board of the Company effective immediately after the Annual Meeting.
Item 5.07. Submission of Matters to a Vote of Security Holders. As noted above, on April 22, 2014, the Company held its Annual Meeting in Winona, Minnesota. As of the record date for the Annual Meeting, there were 296,773,769 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. There were 265,153,518 shares of Common Stock represented in person or by proxy at the Annual Meeting; therefore, a quorum was present. The following is a brief summary of each matter voted upon at the Annual Meeting:

Proposal #1 - Election of directors. The election of a board of directors consisting of nine members to serve until the next regular meeting of shareholders or until their successors have been duly elected and qualified. The voting results were as follows:

                                      Total Number of    Total Number of    Total Number of
Names of Directors                       Votes For        Votes Against    Votes Abstaining
Willard D. Oberton                       221,159,692         2,889,615             848,573
Michael M. Gostomski                     208,547,939        16,139,834             210,107
Michael J. Dolan                         206,997,493        17,592,096             308,291
Reyne K. Wisecup                         222,151,891         2,418,593             327,396
Hugh L. Miller                           210,313,873        14,116,855             467,152
Michael J. Ancius                        219,610,133         4,823,681             464,066
Scott A. Satterlee                       210,610,647        13,799,022             488,211
Rita J. Heise                            220,367,653         4,034,207             496,020
Darren R. Jackson                        210,609,869        13,811,795             476,216

There were 40,255,638 broker non-votes.
Based on the votes set forth above, all of the foregoing persons were duly elected to serve until the next regular meeting of shareholders or until their successors have been duly elected and qualified.

Proposal #2 - Ratification of appointment of independent registered public accounting firm for the year ending December 31, 2014. The voting results were as follows:

For Against Abstain
250,633,597 14,212,577 307,344

Based on the votes set forth above, the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014 was duly ratified by our shareholders.

Proposal #3 - An advisory vote on a non-binding resolution to approve the compensation of Fastenal's named executive officers as disclosed in the proxy statement for the 2014 Annual Meeting. The voting results were as follows:

For Against Abstain
218,553,785 5,545,018 799,077


There were 40,255,638 broker non-votes.
Based on the votes set forth above, the resolution for the approval, on an advisory basis, of the compensation of our named executive officers was duly adopted by our shareholders.
Additional information regarding Fastenal Company is available on the Fastenal Company World Wide Web site at www.fastenal.com. FAST-G


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