0000031107-16-000073.txt : 20160415 0000031107-16-000073.hdr.sgml : 20160415 20160415160322 ACCESSION NUMBER: 0000031107-16-000073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160415 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160415 DATE AS OF CHANGE: 20160415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN CO CENTRAL INDEX KEY: 0000031107 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 060330020 STATE OF INCORPORATION: CT FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35383 FILM NUMBER: 161574487 BUSINESS ADDRESS: STREET 1: 112 BRIDGE ST STREET 2: P O BOX 460 CITY: NAUGATUCK STATE: CT ZIP: 06770 BUSINESS PHONE: 2037292255 MAIL ADDRESS: STREET 1: 112 BRIDGE STREET STREET 2: P O BOX 460 CITY: NAUGATUCK STATE: CT ZIP: 06770 8-K 1 fm8k-amendproxy2.htm fm8k-amendproxy2.htm
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: April 15, 2016
(Date of earliest event reported)


 
The Eastern Company
 (Exact name of Registrant as specified in its charter)
 
 
Connecticut
0-599
06-0330020
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
  
identification No.)


112 Bridge Street, Naugatuck, Connecticut
06770
(Address of principal executive offices)
(Zip Code)



(203) 729-2255
 (Registrant’s telephone number, including area code)

________________________________________________
(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)

[ ]  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))

 
 
 


Section 7 – Regulation FD

 
ITEM 7.01 – Regulation FD Disclosure

On April 15, 2016, the Company issued a press release stating that it has filed with the Securities and Exchange Commission an amendment to its proxy statement relating to the solicitation of proxies for use at the Annual Meeting of Shareholders to be held on April 27, 2016.

Item No. 2 of the proxy statement discusses a proposal to amend the certificate of incorporation of the Company in order to eliminate the classification of directors and to provide for the election of directors by the vote of a majority of the votes cast at a meeting at which a quorum is present.  A nominee will receive a majority of the votes cast at the meeting if the number of votes cast “for” the nominee is greater than the number of votes cast “against” the nominee.  The Board of Directors of the Company adopted these changes in order to improve the Company’s corporate governance and to make the Board of Directors more accountable to shareholders.

Following the issuance of the proxy statement, Institutional Shareholder Services, Inc. (“ISS”) recommended two changes to the adoption of a majority voting standard for the election of directors in order to provide greater benefits to the shareholders.  These changes include:  (a) the coupling of a director resignation policy with the majority voting standard; and (b) the carve-out of contested director elections from the majority voting standard.  Upon consideration of the recommendations made by ISS, the Board of Directors has unanimously decided to include them in its proposal.

The information included in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act, and shall not be incorporated by reference into any registration statement under the Securities Act except to the extent, if any, specifically identified in such registration statement as being incorporated by reference therein.


Section 9 – Financial Statements and Exhibits

ITEM 9.01 – Financial Statements and Exhibits

(d)           Exhibits

Exhibit 99.1                                Press Release dated April 15, 2016.




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.
 

 
The Eastern Company


Date:  April 15, 2016     
/s/John L. Sullivan III
 
John L. Sullivan III
Vice President and Chief Financial Officer

EX-99 2 ex99amend2prxy.htm ex99amend2prxy.htm
Exhibit 99








FOR IMMEDIATE RELEASE

April 15, 2016


THE EASTERN COMPANY ANNOUNCES FILING OF AMENDMENT TO ITS
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 27, 2016

Naugatuck, CT–The Eastern Company (NASDAQ:EML) (the “Company”) announced today that it has filed with the Securities and Exchange Commission an amendment to its proxy statement relating to the solicitation of proxies for use at the Annual Meeting of Shareholders to be held on April 27, 2016.

Item No. 2 of the proxy statement discusses a proposal to amend the certificate of incorporation of the Company in order to eliminate the classification of directors and to provide for the election of directors by the vote of a majority of the votes cast at a meeting at which a quorum is present.  The Board of Directors of the Company proposed these changes in order to improve the Company’s corporate governance and to make the Board of Directors more accountable to shareholders.

Following the issuance of the proxy statement, Institutional Shareholder Services, Inc. (“ISS”) recommended two changes to the adoption of a majority voting standard for the election of directors in order to provide greater benefits to the shareholders.  Upon consideration of the recommendations made by ISS, the Board of Directors has unanimously decided to include them in its proposal.

Under a majority voting standard, if a nominee for reelection to the Board of Directors were to fail to obtain a majority of the votes cast at the annual meeting of shareholders, he or she would not be reelected to another term.  However, Connecticut law provides that the individual would remain a “holdover” director until his or her successor is elected at the next annual meeting.  Under one of the proposed changes to the majority voting standard, each director who is not reelected by a majority of the votes cast will be required to tender his or her resignation to the Board of Directors, and the Board of Directors will then decide whether to accept or reject the resignation.  Therefore, a director who is proposed for reelection and who does not receive a majority of the votes cast will not automatically remain on the Board of Directors as a “holdover” director.

If a shareholder proposes a person for election to the Board of Directors in opposition to a nominee of the Board of Directors and neither nominee receives a majority of the votes cast, a majority voting standard could result in the nominee of the Board of Directors remaining in office as a “holdover” director even if he or she received fewer votes than the shareholder’s nominee.  Under the second proposed change to the majority voting standard, majority
voting for directors would not apply in situations where a shareholder is proposing a person for election to the Board of Directors.  Rather, in these cases, a nominee would be elected to the Board of Directors if he or she receives a plurality of the votes cast.  Therefore, the shareholder’s nominee would be elected with a plurality of the votes cast if he or she had more votes cast for his or her election than the Board of Directors’ nominee (even though both of them had less than a majority).

James A. Mitarotonda, Chairman, stated “The actions that the Board of Directors has taken emphasize the Board’s strong commitment to listening to any concerns which are expressed on behalf of our shareholders, and to improving the Company’s corporate governance policies.  The Board will continue to review the Company’s governance policies to determine if any additional actions are advisable.”


The Eastern Company is a 157-year-old manufacturer of industrial hardware, security products and metal castings.  It operates from 13 locations in the U.S., Canada, Mexico, Taiwan and China.  The diversity of the Company’s products helps it to respond to the changing requirements of a broad array of markets.

Safe Harbor for Forward-Looking Statements
Statements in this document about the Company’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including those set forth in the Company’s reports and filings with the U.S. Securities and Exchange Commission. The Company is not obligated to update or revise any forward-looking statements as a result of developments occurring after the date of this document.


The Eastern Company
August M. Vlak or John L. Sullivan III, 203-729-2255