UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 June 8, 2022, at the Annual Meeting of Stockholders of UFP Technologies, Inc. (the “Company”), the stockholders approved the amendment and restatement of the Company’s 2009 Non-employee Director Stock Incentive Plan (as amended, the “Director Plan”) increasing the maximum number of shares issuable under the Director Plan from 975,000 to 1,075,000.
A more detailed description of the Director Plan is set forth in Proposal 3 of the Company’s definitive proxy statement on Form DEF 14A filed with the Securities and Exchange Commission on April 29, 2022. A copy of the Director Plan is also attached to this report as Exhibit 10.01 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year
On June 10, 2022. the Company filed a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware integrating into a single instrument previous amendments to the Certificate of Incorporation.
A copy of the Restated Certificate of Incorporation is attached hereto as Exhibit 3.01, to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 8, 2022, the “Company held its Annual Meeting of Stockholders (the “Meeting”). As of the close of business on April 11, 2022, the record date for the Meeting, there were 7,561,495 shares of the Company’s common stock outstanding, with each share entitled to one vote. During the Meeting, the Company’s stockholders voted on the matters set forth below.
Proposal 1
The seven director nominees named in our proxy statement were elected, each for a one-year term as set forth in the Company’s proxy statement dated April 27, 2022, as amended on May 11, 2022. The following table sets forth the vote of the stockholders at the Meeting with respect to the election of directors:
| Nominee | For | Withheld | Broker Non-Votes |
| R. Jeffrey Bailly | 6,175,401 | 373,997 | - |
| Thomas Oberdorf | 6,107,525 | 441,873 | - |
| Marc Kozin | 6,060,336 | 489,062 | - |
| Daniel C. Croteau | 6,123,092 | 426,306 | - |
| Cynthia L. Feldmann | 6,087,746 | 461,652 | - |
| Joseph John Hassett | 6,442,578 | 106,820 | - |
| Symeria Hudson | 6,445,848 | 103,550 | - |
Proposal 2
The Company’s stockholders voted upon and approved the compensation paid to the Company’s named executive officers based upon the following votes:
| For | Against | Abstain | Broker Non-Votes |
| 5,971,840 | 556,934 | 20,624 | 503,526 |
Proposal 3
The Company’s stockholders voted upon and approved the amendment and restatement of the Company’s 2009 Non-Employee Director Stock Incentive Plan based upon the following votes:
| For | Against | Abstain | Broker Non-Votes |
| 6,157,782 | 376,695 | 14,921 | 503,526 |
Proposal 4
The Company’s stockholders voted upon and approved the ratification of the appointment of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for 2022 based upon the following votes:
| For | Against | Abstain | Broker Non-Votes |
| 7,006,845 | 45,984 | 95 | - |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description | |
| 3.01 | Restated Certificate of Incorporation | |
| 10.01 | Amended and Restated 2009 Non-Employee Director Stock Incentive Plan | |
| 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.
| Dated: June 14, 2022 | UFP TECHNOLOGIES, INC. | ||
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| By: | /s/ Ronald J. Lataille | ||
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Ronald J. Lataille, Chief Financial |
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| Officer and Senior Vice President | |||