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HDNG > SEC Filings for HDNG > Form 8-K on 12-May-2014All Recent SEC Filings

Show all filings for HARDINGE INC

Form 8-K for HARDINGE INC


12-May-2014

Submission of Matters to a Vote of Security Holders


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

On May 6, 2014, Hardinge Inc. (the "Company") held its 2014 Annual Meeting of Shareholders (the "Annual Meeting"). The total number of shares of the Company's common stock, par value $0.01 per share, voted in person or by proxy at the Annual Meeting was 11,614,916, representing approximately 92.28% of the 12,586,352 shares outstanding and entitled to vote at the Annual Meeting. All non-advisory matters voted upon at the Annual Meeting were approved with the required votes. The Company's shareholders also voted on an advisory basis
(i) in favor of the Company's executive compensation policies and practices; and
(ii) in favor of holding the vote on the Company's executive compensation policies and practices every year. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of the abstentions and broker non-votes as to each such matter, where applicable, are set forth below:

Proposal 1 Election of Directors

The Company's shareholders elected two Class II Directors to each serve for a three-year term expiring at the 2017 Annual Meeting, or when their respective successors have been duly elected and qualified. The voting results were as follows:

                   VOTES FOR   VOTES WITHHELD   BROKER NON-VOTES
J. Philip Hunter   6,516,469        3,571,778          1,526,669
R. Tony Tripeny    8,214,741        1,873,506          1,526,669

Proposal 2 Ratification of the Appointment of Independent Auditor

The Company's shareholders ratified the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending December 31, 2014. The voting results were as follows:

VOTES FOR VOTES AGAINST ABSTENTIONS
11,306,864 229,132 78,920

Proposal 3 Approval of Amended and Restated 2011 Incentive Stock Plan

The Company's shareholders approved the Hardinge Inc. Amended and Restated 2011 Incentive Stock Plan. The voting results were as follows:

VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES
8,764,291 1,239,499 84,457 1,526,669

Proposal 4 Advisory Vote on Executive Compensation

The Company's shareholders voted on an advisory basis in favor of the Company's executive compensation policies and practices. The voting results were as follows:

VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES
9,729,589 194,776 163,882 1,526,669

Proposal 5 Advisory Vote on Frequency of Vote on Executive Compensation

The Company's shareholders voted on an advisory basis in favor of holding the vote on the Company's executive compensation policies and practices every year. The voting results were as follows:

1 YEAR 2 YEARS 3 YEARS ABSTENTIONS BROKER NON-VOTES
7,780,558 63,893 1,913,048 269,034 1,526,669


Consistent with the results of the advisory vote by the Company's shareholders on Proposal 5, the Company's Board of Directors has determined that future shareholder advisory votes on the Company's executive compensation policies and practices will be held every year. The Company's Board of Directors will re-evaluate this determination in connection with its next shareholder advisory vote regarding the frequency of future advisory votes on executive compensation.


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