UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 22, 2010
NORTHWEST PIPE COMPANY
(Exact name of registrant as specified in its charter)
| OREGON | 0-27140 | 93-0557988 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
5721 SE Columbia Way, Suite 200
Vancouver, WA 98661
(360) 397-6250
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
At the Company’s Annual Meeting of Shareholders on December 22, 2010, the Company’s shareholders: (i) elected four directors; and (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ended December 31, 2010. Set forth below are the voting results for each of these proposals.
| Item 1: | Election of four directors: |
| Nominee |
For | Withheld | Broker Non-votes | |||||||||
| Wayne B. Kingsley (one-year term) |
3,581,422 | 3,639,494 | 1,170,386 | |||||||||
| Keith R. Larson (two-year term) |
3,583,422 | 3,637,494 | 1,170,386 | |||||||||
| James E. Declusin (three-year term) |
6,942,264 | 278,652 | 1,170,386 | |||||||||
| Michael C. Franson (three-year term) |
3,593,372 | 3,627,544 | 1,170,386 | |||||||||
| Item 2: | Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ending December 31, 2010: |
| For |
Against |
Abstain |
Broker Non-votes | |||
| 8,332,904 | 53,513 | 4,885 | — |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on December 28, 2010.
| NORTHWEST PIPE COMPANY | ||
| (Registrant) | ||
| By | /s/ Stephanie J. Welty | |
| Stephanie J. Welty, | ||
| Senior Vice President and Chief Financial Officer | ||