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 Act of 1934
April 29, 2011
Date of Report (date of earliest event reported)
Deltic Timber Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-12147 | 71-0795870 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
I.R.S. Employer Identification No.) | ||
| 210 East Elm Street, El Dorado, Arkansas | 71730 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (870) 881-9400
(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 (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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of shareholders on April 28, 2011. Matters voted upon were (1) election of Class III directors; (2) ratification of the Board’s appointment of KPMG LLP as the Company’s independent auditors for 2011; (3) consideration and approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers; and (4) consideration and action upon a non-binding advisory vote regarding the frequency for which future advisory votes regarding the Company’s named executive officers should occur.
The final results of voting for each of the matters submitted to the shareholders are as follows:
| (1) | Election of Class III Directors for a three year term: |
| Director Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Christoph Keller, III |
11,172,894 | 135,164 | 558,517 | |||||||||
| David L. Lemmon |
11,185,159 | 122,899 | 558,517 | |||||||||
| R. Madison Murphy |
11,173,934 | 134,124 | 558,517 | |||||||||
| (2) | Ratification of the appointment of KPMG LLP as the independent auditors: |
| Votes For |
11,747,803 | |||
| Votes Against |
110,191 | |||
| Votes Abstained |
8,581 |
| (3) | Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers: |
| Votes For |
9,982,199 | |||
| Votes Against |
1,140,325 | |||
| Votes Abstained |
185,534 | |||
| Broker Non-Votes |
558,517 |
| (4) | Consideration and action upon a non-binding advisory vote regarding the frequency for which future advisory votes regarding the Company’s named executive officers should occur. |
| Votes For – One Year |
9,722,877 | |||
| Votes For – Two Years |
107,638 | |||
| Votes For – Three Years |
1,285,687 | |||
| Votes Abstained |
191,856 | |||
| Broker Non-Votes |
558,517 |
Based on these results and consistent with a majority of votes cast with respect to this matter, the Company’s Board of Directors has adopted a policy to hold an annual advisory vote on executive compensation.
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.
| Deltic Timber Corporation |
| By: /s/ Jim F. Andrews, Jr. |
| Jim F. Andrews, Jr., Secretary |
Date: April 29, 2011