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FAST Fastenal



 

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) April 25, 2020
 
FASTENAL COMPANY
(Exact name of registrant as specified in its charter)
 

Minnesota0-1612541-0948415
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer Identification No.)

2001 Theurer Boulevard, Winona, Minnesota         55987-1500
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:   (507) 454-5374
 
Not Applicable
(Former name or former address, if changed since last report)
 
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $.01 per shareFASTThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
(17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
    Emerging Growth Company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
     





Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 25, 2020, Fastenal Company (the 'Company') held its annual meeting of shareholders (the 'Annual Meeting') in a virtual meeting format. As of the record date for the Annual Meeting, there were 574,396,214 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. There were 528,244,268 shares of Common Stock represented in person in a virtual meeting format or by proxy at the Annual Meeting; therefore, a quorum was present. The following is a brief summary of each matter voted upon at the Annual Meeting:
Proposal #1 – Election of directors. The election of a board of directors consisting of ten members to serve until the next regular meeting of shareholders or until their successors have been elected and qualified. The voting results were as follows:
Names of Directors Total Number of Votes For Total Number of Votes Against Total Number of Votes Abstaining
Willard D. Oberton 450,303,884
 17,846,184
 852,484
Michael J. Ancius 453,035,333
 15,086,569
 880,650
Michael J. Dolan 448,048,168
 18,741,586
 2,212,798
Stephen L. Eastman 460,779,847
 7,343,668
 879,037
Daniel L. Florness 456,949,339
 11,138,194
 915,019
Rita J. Heise 458,386,735
 9,743,054
 872,763
Daniel L. Johnson 460,790,557
 7,332,237
 879,758
Nicholas J. Lundquist 453,862,387
 13,832,031
 1,308,134
Scott A. Satterlee 453,071,100
 14,952,279
 979,173
Reyne K. Wisecup 454,261,871
 13,865,465
 875,216
There were 59,241,716 broker non-votes.
Based on the votes set forth above, all of the foregoing persons were elected to serve until the next regular meeting of shareholders or until their successors have been elected and qualified.
Proposal #2 – Ratification of appointment of independent registered public accounting firm for the fiscal year ending December 31, 2020. The voting results were as follows:
For Against Abstain
510,582,170 16,585,891 1,076,207
Based on the votes set forth above, the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified by our shareholders.
Proposal #3 – An advisory vote on a non-binding resolution to approve the compensation of Fastenal’s named executive officers as disclosed in the proxy statement for the 2020 Annual Meeting. The voting results were as follows:
For Against Abstain
441,916,532 22,784,891 4,301,129
There were 59,241,716 broker non-votes.
Based on the votes set forth above, the resolution for the approval, on an advisory basis, of the compensation of our named executive officers was adopted by our shareholders.
Proposal #4 – A shareholder proposal related to diversity reporting. The voting results were as follows:
For Against Abstain
270,384,069 171,867,168 26,751,315
There were 59,241,716 broker non-votes.
Based on the votes set forth above, the shareholder proposal related to diversity reporting was approved by our shareholders.






Item 9.01. Financial Statements and Exhibits.

INDEX TO EXHIBITS
Exhibit
Number
 Description of Document
   
104 The cover page from the Current Report on Form 8-K formatted in Inline XBRL.
   





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 hereunto duly authorized.
  Fastenal Company
  (Registrant)
   
April 28, 2020By:/s/   SHERYL A. LISOWSKI
(Date) 
Sheryl A. Lisowski
Controller, Chief Accounting Officer, and Treasurer