SEC Document


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 (Date of earliest event reported): May 13, 2016
 
Colfax Corporation
 
(Exact name of registrant as specified in its charter)
 
Delaware
001-34045
54-1887631
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
 
420 National Business Parkway, Fifth Floor
Annapolis Junction, MD 20701
(Address of Principal Executive Offices) (Zip Code)
 
(301) 323-9000
(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:
 
¨ 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.
 
On May 13, 2016, Colfax Corporation (the "Company") held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”), at which three proposals were submitted to the Company’s stockholders. The proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 1, 2016.  The final results for each proposal are set forth below.
 
Proposal 1:  Election of Directors
 
The Company’s stockholders elected eight directors to the Company’s Board of Directors, to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified.  The votes regarding this proposal were as follows:
 
 
 
Votes For
 
Votes Against
 
Abstain
 
Broker non-votes
Mitchell P. Rales
 
109,898,840
 
1,471,462
 
167,880
 
3,725,468
Matthew L. Trerotola
 
110,816,896
 
551,680
 
169,606
 
3,725,468
Patrick W. Allender
 
92,629,893
 
18,738,645
 
169,644
 
3,725,468
Thomas S. Gayner
 
74,535,645
 
36,822,347
 
180,190
 
3,725,468
Rhonda L. Jordan
 
79,927,450
 
31,441,820
 
168,912
 
3,725,468
San W. Orr, III
 
109,195,054
 
2,173,072
 
170,056
 
3,725,468
A. Clayton Perfall
 
93,172,384
 
18,184,358
 
181,440
 
3,725,468
Rajiv Vinnakota
 
81,382,029
 
29,986,558
 
169,595
 
3,725,468
 
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
 
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.  The votes regarding this proposal were as follows:
 
Votes For
 
Votes Against
 
Abstain
 
Broker non-votes
114,988,982
 
91,800
 
182,868
 

Proposal 3: Approval of the Colfax Corporation 2016 Omnibus Incentive Plan
 
The Company’s stockholders approved the adoption of the Colfax Corporation 2016 Omnibus Incentive Plan.  The votes regarding this proposal were as follows:
 
Votes For
 
Votes Against
 
Abstain
 
Broker non-votes
101,357,534
 
9,982,843
 
197,805
 
3,725,468
 











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.
 
 
 
 
 
 
COLFAX CORPORATION
 
 
Date: May 17, 2016
By:
/s/ C. Scott Brannan
 
 
Name:
C. Scott Brannan
 
Title:
Senior Vice President, Finance and Chief Financial Officer