STRATTEC SECURITY CORP — Regulatory Filings 2019

Oct 9, 2019

8-K 1 form8k.htm 8-K Licensed to: Summit, a Broadridge Company Document created using EDGARfilings PROfile 6.4.0.0 Copyright 1995 - 2019 Broadridge

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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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): October 8, 2019

STRATTEC SECURITY CORPORATION
(Exact name of registrant as specified in charter)

Wisconsin
(State or other jurisdiction of incorporation)

0-25150	39-1804239
(Commission File Number)	(I.R.S. Employer I.D. Number)

3333 West Good Hope Road Milwaukee, WI	53209
(Address of Principal Executive Offices)	(Zip Code)

(414) 247-3333
(Registrant's telephone number; including area code)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of exchange on which registered
Common stock, $.01 par value	STRT	The Nasdaq Global Stock Market

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 ( see General Instruction A.2. below):

☐ 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))

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. ☐

Section 5 – Corporate Governance and Management

Item 5.07 . Submission of Matters to a Vote of Security Holders .

The 2019 Annual Meeting (the " Annual Meeting ") of Shareholders of STRATTEC SECURITY CORPORATION (the " Company ") was held on October 8, 2019. A total of 3,806,642 shares of the Company's Common Stock, par value $0.01 per share, were eligible and entitled to vote at the Annual Meeting and a total of 3,065,905 shares of the Company's Common Stock were represented at the Annual Meeting. The matters voted on at the Annual Meeting were as follows:

1. Proposal 1 : Election of Directors:

The following individual, who was nominated for election to the Board of Directors, was elected by the shareholders at the Annual Meeting for a term of three years expiring at the 2022 annual meeting of shareholders.

Name	Votes For	Votes Withheld	Broker Non-Votes
Frank J. Krejci	2,902,826	163,079	0

The nomination of the above listed director was made by the Board of Directors and no other nominations were made by any shareholder. Mr. Krejci was completing a three year term as a member of the Board of Directors at the date of the Annual Meeting.

The terms of the following directors continued after the Annual Meeting: Michael J. Koss (until the 2020 Annual Meeting of Shareholders); David R. Zimmer (until the 2020 Annual Meeting of Shareholders); Harold M. Stratton II (until the 2021 Annual Meeting of Shareholders); and Thomas W. Florsheim, Jr. (until the 2021 Annual Meeting of Shareholders).

1. Proposal 2 : Advisory (non-binding) vote on the executive compensation awarded to the Company's named executive officers:

The shareholders voted at the Annual Meeting in favor of the compensation of the Company's named executive officers as disclosed in the Proxy Statement for the Annual Meeting.

Votes For	Votes Against	Abstentions	Broker Non-Votes
2,884,050	161,714	20,141	0

1. Proposal 3 : Amendment to the Company's Articles of Incorporation:

The shareholders voted at the Annual Meeting in favor of the proposed amendment to the Company's Articles of Incorporation to provide for a majority voting standard for the election of director candidates in an uncontested election of directors.

Votes For	Votes Against	Abstentions	Broker Non-Votes
3,025,829	22,054	18,022	0

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.

Date: October 9, 2019
By:	/s/ Patrick J. Hansen
	Patrick J. Hansen, Senior Vice President and
	Chief Financial Officer