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): June 10, 2015

 

UFP Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-12648

 

04-2314970

(Commission File Number)

 

(IRS Employer Identification No.)

 

172 East Main Street, Georgetown, MA

 

01833-2107

(Address of Principal Executive Offices)

 

(Zip Code)

 

(978) 352-2200

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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 June 10, 2015, UFP Technologies, Inc. (the “Company”) held its Annual Meeting of Stockholders. The final results for each of the matters submitted to a vote of stockholders at the meeting are set forth below. A more detailed description of each proposal is set forth in the Company’s definitive proxy statement on Form DEF 14A, filed with the U.S. Securities and Exchange Commission on April 29, 2015 (the “Proxy Statement”).

 

Proposal No. 1. Election of Directors. The stockholders elected the two Class I nominees for director to serve until the Company’s 2018 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, by the votes set forth in the table below:

 

Name

 

For

 

Withheld

 

Abstained

 

Broker Non-Vote

 

R. Jeffrey Bailly

 

5,495,905

 

163,521

 

 

742,342

 

Marc Kozin

 

4,948,345

 

711,081

 

 

742,342

 

 

Proposal No. 2. Advisory Vote on Executive Compensation. The stockholders approved a non-binding advisory resolution to approve executive compensation, as described in the Proxy Statement, by the votes set forth in the table below:

 

For

 

Against

 

Abstained

 

Broker Non-Vote

 

4,819,528

 

727,052

 

112,846

 

742,342

 

 

Proposal No. 3. Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2015, by the votes set forth in the table below:

 

For

 

Against

 

Abstained

 

Broker Non-Vote

 

6,376,921

 

24,647

 

200

 

 

 

Item 7.01              Regulation FD Disclosure.

 

On June 16, 2015, the Company issued a press release announcing that its Board of Directors has authorized the repurchase of up to $10 million of the Company’s outstanding common stock.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

 

Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

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Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements.  Please refer to the cautionary notes in the press release regarding these forward-looking statements.

 

Item 9.01              Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

 

Description

99.1

 

Press release dated June 16, 2015 of UFP Technologies, Inc.

 

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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 16, 2015

UFP TECHNOLOGIES, INC.

 

 

 

 

 

By:

/s/ Ronald J. Lataille

 

 

Ronald J. Lataille, Chief Financial

 

 

Officer and Vice President

 

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EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1

 

Press release dated June 16, 2015 of UFP Technologies, Inc.

 

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