UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 27, 2022, Jennifer Condame notified Graham Corporation (the “Company”) that, in connection with her upcoming retirement, she is resigning as Chief Accounting Officer of the Company effective as of August 1, 2022. Ms. Condame’s resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
On July 27, 2022, Christopher J. Thome, the Company’s Vice President - Finance, Chief Financial Officer and principal financial officer, was appointed Chief Accounting Officer and principal accounting officer effective as of August 1, 2022. The information for Mr. Thome, age 51, required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K is disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 9, 2022, and such information is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 27, 2022, the Board of Directors (the “Board”) of the Company approved the amendment of the Company’s Amended and Restated By-laws, effective as of such date, intended to clarify the voting standard required to approve certain matters presented for a vote at meetings of the Company’s stockholders. The amendment modified Article 3, Section 3.12 of the Company’s Amended and Restated By-laws to change the voting standard for any matter brought before a meeting of shareholders from a majority of the votes eligible to be cast by the holders of the outstanding shares of capital stock of the Company present and entitled to vote thereat, to the affirmative vote of a majority of the votes cast on the matter by all shares present in person or by proxy and entitled to vote on the matter.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-laws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Stockholders held on July 27, 2022, the stockholders of the Company voted on the matters described below.
| 1. | The Company’s stockholders elected two directors, each for a three-year term expiring in 2025 or until his or her successor is duly elected and qualified. The number of shares that: (i) voted for the election of each such director; (ii) withheld authority to vote for each such director; and (iii) represented broker non-votes with respect to each such director is summarized in the table below. |
| Director Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Cari L. Jaroslawsky |
7,107,446 | 263,266 | 1,457,557 | |||
| Jonathan W. Painter |
6,571,753 | 798,959 | 1,457,557 |
| 2. | On an advisory basis, the Company’s stockholders approved the compensation of the Company’s named executive officers as such compensation information was disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 17, 2022, including the Compensation Discussion and Analysis, compensation tables and other related narrative disclosures included therein. The table below summarizes the number of shares that voted for, against and abstained from voting on the compensation of the Company’s named executive officers, as well as the number of shares representing broker non-votes with respect to such advisory vote. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 6,446,055 | 853,607 | 71,050 | 1,457,557 |
| 3. | The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023. The number of shares that voted for, against and abstained from voting for the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023 is summarized in the table below. |
| Votes For |
Votes Against |
Abstentions | ||
| 8,729,716 | 86,367 | 12,186 |
| 4. | The Company’s stockholders approved Amendment No. 2 to the Employee Stock Purchase Plan. The table below summarizes the number of shares that voted for, against and abstained from voting on the proposal to approve Amendment No. 2 to the Employee Stock Purchase Plan, as well as the number of shares representing broker non-votes with respect to such proposal. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 7,297,829 | 46,861 | 26,022 | 1,457,557 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Amended and Restated By-laws of Graham Corporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| Graham Corporation | ||||||
| Date: August 1, 2022 | By: | /s/ Christopher Thome | ||||
| Christopher Thome | ||||||
| Vice President – Finance, Chief Financial Officer, and Chief Accounting Officer | ||||||