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 10, 2011
LAWSON PRODUCTS,
INC.
(Exact name of registrant as
specified in its charter)
| Delaware | 0-10546 | 36-2229304 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1666 East Touhy Avenue, Des
Plaines, Illinois |
60018 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (847) 827-9666
| 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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
Lawson Products, Inc. (the “Company”) held a vote at the 2011 Annual Meeting of Stockholders held on May 10, 2011 (the “Annual Meeting”). Out of the 8,522,001 voting shares outstanding, the holders of 8,264,686 shares of the Company’s common stock were represented in person or by proxy to vote on the following proposals:
(a) Directors Ronald B. Port, M.D., Robert G. Rettig and Wilma J. Smelcer were elected to serve until the 2014 Annual Meeting of Stockholders. Of the 8,264,686 shares present in person or represented by proxy at the meeting, the number of shares voted for, the number of shares as to which authority to vote in the election was withheld, and the number of broker non-votes were as follows with respect to each of the nominees:
| Name of Director | For | Withheld | Not Voted | |||||||||
|
Ronald B. Port, M.D.
|
7,320,089 | 146,714 | 797,883 | |||||||||
|
Robert G. Rettig
|
7,071,533 | 395,270 | 797,883 | |||||||||
|
Wilma J. Smelcer
|
7,078,262 | 388,541 | 797,883 | |||||||||
(b) A proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditor for the year ending December 31, 2011, was approved. Of the 8,264,686 shares present or represented by proxy at the meeting, 7,675,265 shares were voted for the proposal, 584,322 shares were voted against the proposal and 5,099 shares abstained from voting with respect to the proposal.
(c) An advisory proposal to approve the compensation of the Company’s Named Executive Officers was approved. Of the 8,264,686 shares present or represented by proxy at the meeting, 7,179,874 shares were voted for the proposal, 68,554 shares were voted against the proposal and 218,375 shares abstained from voting with respect to the proposal. There were 797,883 broker non-votes.
(d) An advisory proposal to select
the frequency of the advisory vote on the compensation of the Company’s
Named Executive Officers was voted on. Of the 8,264,686 shares
present or represented by proxy at the meeting, 5,162,059 shares were voted for
three years, 49,302 shares were voted for two years, 2,034,933 shares were
voted for one year and 220,509 shares abstained from voting with respect to the
proposal. There were 797,883 broker non-votes. Consistent
with the preferred frequency expressed by the shareholders, the Company has
determined to hold a non-binding advisory vote to approve the compensation of
the Company’s Named Executive Officers every three years, until the next
required vote on the frequency of such non-binding advisory votes.
(e) A proposal to approve an amendment to the 2009 Equity
Compensation Plan was approved. Of the 8,264,686 shares present or
represented by proxy at the meeting, 6,688,114 shares were voted for the
proposal, 560,052 shares were voted against the proposal and 218,637 shares
abstained from voting with respect to the proposal. There were
797,883 broker non-votes.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LAWSON PRODUCTS, INC.
|
Date: May 12, 2011
|
By: | /s/ Neil E. Jenkins | ||
|
|
||||
|
|
Name: Neil E. Jenkins Title: Executive Vice President, Secretary and General Counsel |