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HCCI > SEC Filings for HCCI > Form 8-K on 6-May-2014All Recent SEC Filings

Show all filings for HERITAGE-CRYSTAL CLEAN, INC.

Form 8-K for HERITAGE-CRYSTAL CLEAN, INC.


6-May-2014

Submission of Matters to a Vote of Security Holders


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

On April 30, 2014, Heritage-Crystal Clean, Inc. (the "Company") held its 2014 Annual Meeting of Shareholders (the "Annual Meeting"), pursuant to notice duly given. The proposal to ratify the appointment of Grant Thornton LLP was a routine matter and, therefore, there were no broker non-votes relating to that matter. The results of the voting for each of these proposals were as follows:

1. Election of Directors.

                                                               Broker
Election of Class III Directors       For        Withheld    Non-Votes
Bruce Bruckmann                   14,632,609      568,010    1,240,675
Carmine Falcone                   13,475,086    1,725,533    1,240,675
Robert W. Willmschen, Jr.         14,907,116      293,503    1,240,675

Each director nominee was duly elected to serve until the Annual Meeting of Stockholders in 2017 or until the director's successor has been duly elected and qualified, or until the earlier of the director's death, resignation or retirement.

2. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2015.

For       16,359,200
Against           94
Abstain       82,000

Shareholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year ending January 3, 2015.

3. Approval on an advisory basis of the named executive officer compensation for fiscal 2013.

For                14,760,328
Against                88,147
Abstain               352,144
Broker Non-votes    1,240,675

Shareholders approved named executive officer compensation for the fiscal year ending December 28, 2013.

4. To approve the Company's Annual Incentive Plan for the purpose of complying with Section 162(m) of the Internal Revenue Code.

For                14,751,939
Against                96,286
Abstain               352,394
Broker Non-votes    1,240,675

Shareholders approved the Company's Annual Incentive Plan.

5. To approve an amendment to the Company's Employee Stock Purchase Plan of 2008 to increase the number of shares available for issuance by 125,000.

For                14,835,514
Against                 4,163
Abstain               360,942
Broker Non-votes    1,240,675

Shareholders approved the amendment to increase the number of shares available under the Employee Stock Purchase Plan of 2008 by 125,000.


6. To approve an amendment to the Company's Amended and Restated Bylaws to provide an exclusive Delaware forum for certain litigation and other proceedings.

For                12,078,519
Against             3,035,438
Abstain                86,662
Broker Non-votes    1,240,675

Shareholders approved the amendment to the Company's Amended and Restated Bylaws.

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