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ESE Esco

Filed: 8 Feb 21, 4:16pm

 

 

 

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): February 5, 2021

 

ESCO TECHNOLOGIES INC.

 (Exact Name of Registrant as Specified in Charter)

 

Missouri1-1059643-1554045
(State or Other(Commission(I.R.S. Employer
Jurisdiction of Incorporation)File Number)Identification No.)

 

9900A Clayton Road, St. Louis, Missouri63124-1186
(Address of Principal Executive Offices)(Zip Code)

 

Registrant’s telephone number, including area code: 314-213-7200

 

Securities registered pursuant to section 12(b) of the Act:

 

    Name of each exchange
Title of each class Trading Symbol(s) on which registered
Common Stock, par value $0.01 per share ESE New York Stock Exchange

 

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 240.113d-4 (c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 2.02Results of Operations and Financial Condition

 

Today, February 8, 2021, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2021 first quarter financial and operating results. See Item 7.01, Regulation FD Disclosure, below.

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

As stated in the Press Release attached hereto as Exhibit 99.1, Alyson Barclay, the Company’s Senior Vice President, Secretary and General Counsel has announced her plans to retire in the third quarter of fiscal 2021. Upon her retirement she will be succeeded by David (Dave) Schatz, who is currently the Company’s Vice President, Intellectual Property Counsel and Assistant Secretary.

 

Item 5.07Submission of Matters to a Vote of Security Holders

 

The 2021 Annual Meeting of the Registrant’s stockholders was held on February 5, 2021. Each of the 26,037,714 shares entitled to vote at the meeting was entitled to one vote on each matter voted on at the meeting. The affirmative vote of a majority of the shares represented in person or by proxy at the meeting was required to elect each director and to approve each of the other proposals considered at the meeting. The vote totals below are rounded down to the nearest whole share, and Broker Non-Votes are not considered to be entitled to vote on the matter in question and are therefore not counted in determining the number of votes required for approval.

 

At the meeting, there were 24,434,127 shares represented and entitled to vote on one or more matters at the meeting, or approximately 93.8% of the outstanding shares. The voting on each of the proposals at the meeting was as follows:

 

Proposal 1 – Election of Directors:

 

Nominee “For” “Withhold” Broker
Non-Votes
 Percent of Shares
Entitled to Vote
on the Nominee
Voting “For”
 Percent of all
Outstanding
Shares
Voting “For”
Victor L. Richey 22,715,139 999,752 719,236 95.8% 87.2%
James M. Stolze 18,635,956 5,079,934 719,236 78.0% 71.6%

 

Because each nominee received a majority of the shares represented at the meeting and entitled to vote on the nominee, all of the nominees were duly elected.

 

Proposal 2 – Approval of Amendments to the Registrant’s 2018 Omnibus Incentive Plan:

 

“For” “Against” “Abstain” Broker
Non-Votes
 Percent of Shares
Entitled to Vote
on the Proposal
Voting “For”
 Percent of all
Outstanding
Shares
Voting “For”
23,148,478 542,434 23,978 719,236 97.6% 88.9%

 

Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.

 

 

 

 

Proposal 3 – Ratification of the Registrant’s appointment of KPMG LLP as the Registrant’s independent registered public accounting firm for the 2021fiscal year:

 

“For” “Against” “Abstain” Broker
Non-Votes
 Percent of Shares
Entitled to Vote
on the Proposal
Voting “For”
 Percent of all
Outstanding
Shares
Voting “For”
23,732,728 675,641 25,757 0 97.1% 91.1%

 

Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.

 

Proposal 4 – Advisory vote on the resolution to approve the compensation of the Registrant’s executive officers (“Say on Pay”):

 

“For” “Against” “Abstain” Broker
Non-Votes
 Percent of Shares
Entitled to Vote
on the Proposal
Voting “For”
 Percent of all
Outstanding
Shares
Voting “For”
23,517,610 151,048 46,232 719,236 99.2% 90.3%

 

Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.

 

Item 7.01Regulation FD Disclosure

 

Today, February 8, 2021, the Registrant is issuing a press release (Exhibit 99.1) announcing its fiscal 2021 first quarter financial and operating results. The Registrant will conduct a related Webcast conference call today at 4:00 p.m. Central Time. The press release will be posted on the Registrant’s web site located at http://www.escotechnologies.com and can be viewed through the “Investor News” page of the web site under the “Investor Center” tab, although the Registrant reserves the right to discontinue that availability at any time.

 

Item 9.01Financial Statements and Exhibits

 

(d)Exhibits

 

 Exhibit No. Description of Exhibit
 99.1 Press Release dated February 8, 2021
 104 Cover Page Inline Interactive Data File

 

Other Matters

 

The information in this report furnished pursuant to Item 2.02 and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act.

 

References to the Registrant’s web site address are included in this Form 8-K and the press release only as inactive textual references, and the Registrant does not intend them to be active links to its web site. Information contained on the Registrant’s web site does not constitute part of this Form 8-K or the press release.

 

 

 

 

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.

 

Date: February 8, 2021

 

 ESCO TECHNOLOGIES INC.
  
 By:/s/Gary E. Muenster
  Gary E. Muenster
  Executive Vice President and Chief Financial Officer