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LECO > SEC Filings for LECO > Form 8-K on 29-Apr-2014All Recent SEC Filings

Show all filings for LINCOLN ELECTRIC HOLDINGS INC

Form 8-K for LINCOLN ELECTRIC HOLDINGS INC


29-Apr-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Su


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 24, 2014, the shareholders of Lincoln Electric Holdings, Inc. (the "Company") approved amendments to Article III of the Company's Amended and Restated Code of Regulations (the "Regulations") to eliminate the classified structure of the Company's Board of Directors (the "Board"). The declassification of the Board will be phased in starting with the 2015 Annual Meeting of Shareholders so that directors up for election in 2015 will be elected to a one-year term (as opposed to a three-year term). As a result, beginning with the 2016 Annual Meeting, a majority of the Board will stand for election annually, and, beginning with the 2017 Annual Meeting, all directors will stand for election annually.

Attached hereto as Exhibit 3.1 is a copy of the Amended and Restated Code of Regulations, as amended on November 3, 2009 and April 24, 2014, which is incorporated into this Item 5.03 by reference.



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

The 2014 Annual Meeting of Shareholders of the Company was held on Thursday, April 24, 2014 at the Marriott Cleveland East, 26300 Harvard Road, Warrensville Heights, Ohio.

The final results of voting on each of the matters submitted for a vote of security holders at the 2014 Annual Meeting are as follows:

1. Shareholders elected five directors, each to hold office until the 2017 Annual Meeting of Shareholders and until their successors are duly elected and qualified, as set forth below.

                                               Votes                            Broker
    Name                    Votes For        Withheld        Abstentions       Non-Votes
    David H. Gunning         63,234,175         683,045                 0       8,397,675
    G. Russell Lincoln       63,247,327         669,893                 0       8,397,675
    Christopher L. Mapes     62,551,169       1,366,051                 0       8,397,675
    Phillip J. Mason         63,695,833         221,387                 0       8,397,675
    Hellene S. Runtagh       63,197,905         719,315                 0       8,397,675

2. Shareholders ratified the appointment of Ernst & Young LLP as the Company's independent auditors for the year ending December 31, 2014, as set forth below.

Votes For Votes Against Abstentions Broker Non-Votes 71,885,932 306,421 122,542 0

3. Shareholders approved, on an advisory basis, the compensation of the Company's named executive officers, as set forth below.

Votes For Votes Against Abstentions Broker Non-Votes 61,041,620 2,187,947 687,653 8,397,675



4. Shareholders approved amendments to Article III of our Amended and Restated Code of Regulations to declassify our board of directors, as set forth below.

Votes For Votes Against Abstentions Broker Non-Votes 63,457,046 249,275 210,899 8,397,675



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 Amended and Restated Code of Regulations of Lincoln Electric Holdings, Inc., as amended on April 24, 2014.


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