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 10, 2016

 

 

Universal Stainless & Alloy Products, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		000-25032		25-1724540
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

600 Mayer Street, Bridgeville, Pennsylvania		15017
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (412) 257-7600

 

 

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))

 

 

 

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Item 1.01.

Entry into a Material Definitive Agreement.

On May 10, 2016, at the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of Universal Stainless & Alloy Products, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s existing Employee Stock Purchase Plan to extend the expiration date of the plan to June 30, 2021 and increase the number of shares of the Company’s Common Stock reserved for issuance under the plan by 100,000 shares (the “Amendment”). Additional information regarding the voting results with respect to the approval by the Company’s stockholders of the Amendment is set forth under Item 5.07 below. The Amendment became effective on May 12, 2016 upon the Company’s execution thereof.

The foregoing is a description of the material terms and conditions of the Amendment and not a complete discussion of the Amendment. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 10, 2016, the Company held the Annual Meeting. Below are the voting results for each matter submitted for a vote of the Company’s stockholders at the Annual Meeting:

 

1.

Election of Directors:

 

NAME		FOR				WITHHELD				BROKER NON-VOTES
Dennis M. Oates			5,467,849				335,572				772,329
Christopher L. Ayers			5,587,750				215,671				772,329
Douglas M. Dunn			5,436,861				366,560				772,329
M. David Kornblatt			5,588,850				214,571				772,329
Udi Toledano			5,463,661				339,760				772,329

 

2.

Approval of an amendment to the Company’s existing Employee Stock Purchase Plan to extend the expiration date of the plan to June 30, 2021 and increase the number of shares reserved for issuance under the plan by 100,000 shares:

 

FOR		AGAINST		ABSTENTIONS		BROKER NON-VOTES
5,725,637		68,128		9,656		772,329

 

3.

Advisory, non-binding resolution to approve the compensation of the Company’s named executive officers:

 

FOR		AGAINST		ABSTENTIONS		BROKER NON-VOTES
5,576,118		19,402		35,901		772,329

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4.

Ratification of the appointment of Schneider Downs & Co., Inc. as the Company’s independent registered public accountants for 2016:

 

FOR		AGAINST		ABSTENTIONS
6,414,315		127,782		33,653

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

10.1

Amendment to the Universal Stainless & Alloy Products, Inc. Employee Stock Purchase Plan, dated as of May 12, 2016.

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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.

 

Dated: May 13, 2016

Exhibit 10.1

AMENDMENT TO THE

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

EMPLOYEE STOCK PURCHASE PLAN

Pursuant to Article IX of the Universal Stainless & Alloy Products, Inc. Employee Stock Plan, originally effective July 1, 1996 and as amended (the “Plan”), the Plan is hereby amended as follows:

Article VI.A of the Plan is amended by restating the section in its entirety to read as follows:

 

A.

The Stock purchasable by Participants under the Plan shall, solely in the Board’s discretion, be made available from either authorized but unissued Stock or from reacquired Stock, including shares of Stock purchased on the open market. The total number of shares which may be issued under the Plan shall not exceed 300,000 shares (subject to adjustment under Section VI.B, below).

Article X.B of the Plan is amended by restating the section in its entirety to read as follows:

 

B.

The Plan shall terminate upon the earlier of (i) the last business days of the first purchase period ending in 2021 or (ii) the date on which all shares available for issuance under the Plan have been sold pursuant to purchase rights exercised under the Plan.

EXECUTION

To record the adoption of this Amendment to the Plan, Universal Stainless & Alloy Products, Inc. has caused its appropriate officers to execute this Amendment as of the 12th day of May, 2016.