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): May 31, 2013
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 registrants 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 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On May 31, 2013, the Board of Directors of Northwest Pipe Company (the Company), upon the recommendation of the Compensation Committee, approved grants of restricted stock units (RSUs) and performance share awards (PSAs) for the following Executive Officers of the Company, as well as other senior members of management, in the amounts set forth below. Pursuant to these long-term incentive grants, each Executive Officer or other senior member of management received an award of RSUs and PSAs valued at an amount equal to a specific percentage of his or her respective annual base salary, with 25 percent of each award represented by RSUs and 75 percent of each award represented by PSAs. The RSUs awarded will vest ratably over a three year period based upon continued service with the Company. The PSAs awarded will vest on January 15, 2016 based on the Companys total shareholder return for 2013 2015 as compared with a specified group of peer companies. The actual number of PSAs which will vest will be determined based on the performance level achieved and may be equal to, greater than, or less than the number of PSAs specified below. In the event of a change in control (as defined in the Agreements), vesting will be accelerated pro rata to reflect time elapsed and performance to date. The foregoing descriptions of the terms of the RSU and PSA awards are qualified by reference to the full text of the forms of Restricted Stock Unit Agreement and Performance Share Award Agreement (the Agreements), which are filed herewith as Exhibits 10.1 and 10.2 and incorporated herein by reference.
Restricted Stock Units |
Performance Share Awards |
|||||||
Scott Montross |
6,821 | 20,462 | ||||||
Director, President and Chief Executive Officer |
||||||||
Robin A . Gantt |
2,151 | 6,453 | ||||||
Senior Vice President and Chief Financial Officer |
||||||||
Robert L. Mahoney |
2,373 | 7,118 | ||||||
Senior Vice President |
||||||||
Gary A . Stokes |
2,373 | 7,120 | ||||||
Senior Vice President |
||||||||
Richard L. Baum |
1,990 | 5,971 | ||||||
Senior Vice President and General Counsel |
Item 5.07. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
At the Northwest Pipe Company (the Company) Annual Meeting of Shareholders on May 31, 2013, the Companys shareholders: (i) elected four directors; (ii) approved an Amendment to the Companys 2007 Stock Incentive Plan to increase the number of shares authorized for issuance thereunder from 600,000 to 1,200,000; (iii) approved, on an advisory basis, the compensation paid to the Companys named executive officers; and (iv) ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the year ending December 31, 2013. Set forth below are the voting results for each of these proposals.
Proposal 1: Election of four directors:
Nominee |
For | Withheld | Broker Non-votes | |||||||||
Scott Montross (one-year term) |
7,555,807 | 152,899 | 883,568 | |||||||||
Harry L. Demorest (three-year term) |
7,574,819 | 133,887 | 883,568 | |||||||||
James E. Declusin (three-year term) |
7,251,698 | 457,008 | 883,568 | |||||||||
Michael C. Franson (three-year term) |
5,730,634 | 1,978,072 | 883,568 |
Proposal 2: Vote on Amendment to the Companys 2007 Stock Incentive Plan:
For |
Against |
Abstain |
Broker Non-votes | |||
7,423,888 | 268,963 | 15,855 | 883,568 |
Proposal 3: Advisory vote on executive compensation:
For |
Against |
Abstain |
Broker Non-votes | |||
7,579,340 | 69,043 | 60,323 | 883,568 |
Proposal 4: Ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accountants for the year ending December 31, 2013:
For |
Against |
Abstain |
Broker Non-votes | |||
8,581,413 | 8,127 | 2,734 | |
Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) | Exhibits |
10.1 | Form of Restricted Stock Unit Agreement | |
10.2 | Form of Performance Share Award Agreement |
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 June 5, 2013.
NORTHWEST PIPE COMPANY | ||
(Registrant) | ||
By | /s/ ROBIN GANTT | |
Robin Gantt, | ||
Senior Vice President and Chief Financial Officer |