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
May 24, 2010
DATE OF REPORT
(Date of Earliest Event Reported)
RAVEN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
| South Dakota
|
|
001-07982
|
|
46-0246171 |
| (State of incorporation)
|
|
(Commission File No.)
|
|
(IRS Employer Identification No.) |
205 East 6th Street, P.O. Box 5107, Sioux Falls, SD 57117-5107
(Address of principal executive offices)
(605) 336-2750
(Registrant’s telephone number including area code)
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 5.02. Departure of Directors or Certain officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Ronald M. Moquist Retiring as President and CEO, effective August 20, 2010.
On May 24, 2010, Ronald M. Moquist announced that he is retiring effective August 20, 2010, as
President and Chief Executive Officer of the Company. Mr. Moquist will also retire as a member of
the Board of Directors on that date.
Daniel A. Rykhus Named as President and CEO effective August 20, 2010
On May 24, 2010, the Raven Industries, Inc. Board of Directors named Daniel A. Rykhus as its
President and Chief Executive Officer upon Ronald M. Moquist’s retirement, effective August 20,
2010. Mr. Rykhus is currently the Executive Vice President of the Company. The Company’s press
release dated May 24, 2010 is attached as exhibit 99.1.
The Board of Directors also approved amended terms of Mr. Rykhus’ employment agreements, to be
effective as of August 20, 2010. As of that date, Mr. Rykhus’ base salary will be increased from
$213,800 to $325,000; his incentive targets and potential payouts under the annual management
incentive plan will be adjusted to reflect his new position and duties; and he will receive a
stock option to purchase 25,000 shares. The stock option will have an exercise price equal to the
fair market value of the common stock on the date of the grant, and the stock option will vest in
equal installments over four years and will expire in five years.
2010 Stock Incentive Plan Approved by Shareholders:
On May 25, 2010, the Company’s shareholders approved the Raven Industries, Inc. 2010 Stock
Incentive Plan (“the Plan”). Approval by the shareholders authorized the company to issue up to
500,000 shares of common stock to be issued under the terms of the Plan.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Raven Industries, Inc. held its Annual Meeting of Shareholders on May 25, 2010. Set forth below
are the final voting results for each of the proposals submitted to a vote of the shareholders:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Votes |
|
Broker |
| |
|
Votes For |
|
Against/Withheld |
|
Non-Votes |
1. Election of Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony W. Bour |
|
|
12,148,964.494 |
|
|
|
2,630,294.281 |
|
|
|
2,199,504.000 |
|
David A. Christensen |
|
|
9,438,143.920 |
|
|
|
5,341,114.855 |
|
|
|
2,199,504.000 |
|
Thomas S. Everist |
|
|
14,617,139.789 |
|
|
|
162,118.986 |
|
|
|
2,199,504.000 |
|
Mark E. Griffin |
|
|
14,640,790.789 |
|
|
|
138,467.986 |
|
|
|
2,199,504.000 |
|
Conrad J. Hoigaard |
|
|
14,596,896.020 |
|
|
|
182,362.755 |
|
|
|
2,199,504.000 |
|
Kevin T. Kirby |
|
|
14,607,445.215 |
|
|
|
171,813.560 |
|
|
|
2,199,504.000 |
|
Cynthia H. Milligan |
|
|
14,663,651.889 |
|
|
|
115,606,886 |
|
|
|
2,199,504.000 |
|
Ronald M. Moquist |
|
|
14,644,049.789 |
|
|
|
135,208,986 |
|
|
|
2,199,504.000 |
|
Daniel A. Rykhus |
|
|
14,641,360.789 |
|
|
|
137,897.986 |
|
|
|
2,199,504.000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Votes |
|
|
|
|
|
Broker |
| |
|
Votes For |
|
Against/Withheld |
|
Abstentions |
|
Non-Votes |
2. Approval of the
Company’s 2010
Stock Incentive
Plan. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,423,003.223 |
|
|
|
544,874.298 |
|
|
|
811,381.254 |
|
|
|
2,199,504.000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Votes |
|
|
| |
|
Votes For |
|
Against/Withheld |
|
Abstentions |
3. Ratification of the
appointment of
PricewaterhouseCoopers
as the Independent
Registered Public
Accounting Firm. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,877,309.742 |
|
|
|
68,847.687 |
|
|
|
— |
|
Each proposal was approved by the Company’s stockholders by the required vote.