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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 17, 2023
KADANT INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | 001-11406 | 52-1762325 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One Technology Park Drive
Westford, Massachusetts 01886
(Address of principal executive offices, including zip code)
(978) 776-2000
Registrant's telephone number, including area code
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:
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| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $.01 par value | KAI | New York Stock Exchange |
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. ☐
KADANT INC.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 17, 2023, Kadant Inc. (the Company) held its 2023 annual meeting of stockholders (2023 annual meeting). At the meeting, the Company's stockholders voted on the following proposals:
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| 1. | The stockholders elected two nominees, Mr. John M. Albertine and Mr. Thomas C. Leonard, to the class of directors whose three-year term expires at the Company's annual meeting of stockholders in 2026. The stockholders cast 7,983,080 shares in favor and 2,671,993 shares against Mr. Albertine's election. In addition, 2,906 shares abstained and 410,096 broker non-votes were recorded, which had no effect on the outcome of the vote. The stockholders cast 9,621,795 shares in favor and 1,033,444 shares against Mr. Leonard's election. In addition, 2,740 shares abstained and 410,096 broker non-votes were recorded, which had no effect on the outcome of the vote. |
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| 2. | The stockholders approved a non-binding advisory resolution on the executive compensation of the Company’s named executive officers. The stockholders cast 10,240,779 shares in favor and 411,669 shares against this proposal. In addition, 5,531 shares abstained and 410,096 broker non-votes were recorded, which had no effect on the outcome of the vote. | | |
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| 3. | The stockholders recommended, in a non-binding advisory vote, that future advisory votes on executive compensation be held every year, which the board of directors had recommended. The stockholders cast 10,280,602 shares in favor of a vote every year, 2,542 shares in favor of a vote every two years, and 371,201 shares in favor of a vote every three years. In addition, 3,634 shares abstained and 410,096 broker non-votes were recorded, which had no effect on the outcome of the vote. After taking into consideration the foregoing voting results, the board of directors has determined to hold future advisory votes on the compensation of the Company's named executive officers every year. |
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| 4. | The stockholders approved a grant of such number of restricted stock units determined by dividing $170,000 by the grant date fair value per share of the Company's common stock based on the closing price on the day of grant, which was the date of the 2023 annual meeting, calculated in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation, to the Company's non-employee directors under the Company's 2006 amended and restated equity incentive plan, as amended. The stockholders cast 10,092,667 shares in favor and 559,579 shares against this proposal. In addition, 5,733 shares abstained and 410,096 broker non-votes were recorded, which had no effect on the outcome of the vote. | | |
| 5. | The stockholders ratified the selection of KPMG LLP as the Company’s independent registered accounting firm for the 2023 fiscal year. The stockholders cast 11,034,029 shares in favor and 30,479 shares against this proposal. In addition, 3,567 shares abstained, which had no effect on the outcome of the vote. | | |
KADANT INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | KADANT INC. |
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| Date: May 18, 2023 | By: | /s/ Michael J. McKenney |
| | Michael J. McKenney
Executive Vice President and Chief Financial Officer |