Annual Reports

 
Quarterly Reports

 
8-K

  • 8-K (Mar 8, 2018)
  • 8-K (Feb 26, 2018)
  • 8-K (Dec 20, 2017)
  • 8-K (Dec 11, 2017)
  • 8-K (Dec 7, 2017)
  • 8-K (Nov 21, 2017)

 
Other

Benchmark Electronics 8-K 2016

Documents found in this filing:

  1. 8-K
  2. Ex-3.1
  3. Ex-3.2
  4. Ex-3.2
 

 

 

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 11, 2016

 

 

BENCHMARK ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

 

 

Texas

(State or other jurisdiction

of incorporation)

 

1-10560

(Commission

File Number)

 

74-2211011

(I.R.S. Employer

Identification No.)

 

 

3000 Technology Drive, Angleton, Texas  77515 

(Address of principal executive offices)  (Zip code)

 

 

Registrant’s telephone number, including area code:  (979) 849-6550

 

 

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. below):

 

     [  ] 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 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 7, 2016, the Board of Directors of Benchmark Electronics, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws to provide for plurality voting in contested director elections.  The amendment to the Amended and Restated Bylaws became effective upon the adoption by the shareholders of the Company at the May 11, 2016 Annual Meeting of Shareholders (the “Annual Meeting”) of a corresponding amendment to the Company’s Restated Articles of Incorporation (or Restated Certificate of Formation) to provide for plurality voting in contested director elections.  A copy of the Restated Certificate of Formation, as so amended, is filed as Exhibit 3.1 to this report, and a copy of the Amended and Restated Bylaws, as so amended, is filed as Exhibit 3.2 to this report.

 

Item 5.07.   Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting was held on May 11, 2016.  The voting results for each of the proposals submitted to a vote of shareholders at the Annual Meeting are set forth below as certified by the independent inspector of elections, IVS Associates, Inc. (“IVS”). 

 

Amendment of the Company’s Restated Articles of Incorporation to Provide for Plurality Voting in Contested Director Elections

 

For

Against

 

Abstain

 

Non-Vote

 

41,077,002

971,850

 

212,757

 

533,898

 

 

Election of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

 

For

 

Against

 

Withheld

 

David W. Scheible

 

41,976,974

 

45,193

 

239,442

 

Michael R. Dawson

 

14,811,653

 

48,799

 

189,274

 

Gayla J. Delly

 

41,975,783

 

45,646

 

240,180

 

Douglas G. Duncan

 

41,973,167

 

47,137

 

241,305

 

Kenneth T. Lamneck

 

41,977,011

 

45,352

 

239,246

 

Bernee D. L. Strom

 

13,901,511

 

49,296

 

193,724

 

Paul J. Tufano

 

41,897,466

 

42,771

 

321,372

 

Clay C. Williams

 

15,452,526

 

48,405

 

194,774

 

Robert K. Gifford (Engaged Capital nominee)

 

22,174,820

 

-

 

5,037,063

 

Jeffrey S. McCreary (Engaged Capital nominee)

 

27,502,217

 

-

 

614,861

 

Brendan B. Springstubb (Engaged Capital nominee)

 

2,773,462

 

-

 

23,792,442

 

 

In addition, IVS advised the Company that there were 533,898 broker non-votes on the Election of Directors.  Based on the results certified by IVS, David W. Scheible, Gayla J. Delly, Douglas G. Duncan, Robert K. Gifford, Kenneth T. Lamneck, Jeffrey S. McCreary, Paul J. Tufano and Clay C. Williams have been elected as Directors and will hold office until the Company’s 2017 Annual Meeting of Shareholders and until their respective successors are elected and qualified.

 

Say on Pay

 

 

 

 

 

 

 

 

 

 

 

 

 

For

Against

 

Abstain

 

Non-Vote

 

38,344,911

3,689,723

 

226,975

 

533,898

 

 

 

 

 

 

 

 

Ratification of Auditors

 

 

 

 

 

 

 

 

 

 

 

 

 

For

Against

 

Abstain

 

Non-Vote

 

42,321,984

268,666

 

204,857

 

-

 

1 


 

 

Item 9.01.   Financial Statements and Exhibits.

 

                (d)  Exhibits 

Exhibit   3.1  Restated Certificate of Formation

Exhibit   3.2  Amended and Restated Bylaws

  



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.

 

 

BENCHMARK ELECTRONICS, INC.

 

Dated: May 17, 2016

By: /s/ Gayla J. Delly

 

Gayla J. Delly

 

Chief Executive Officer

 

 

  

2 


 

EXHIBIT INDEX

 

 

 

Exhibit

 

 

Number

 

Description of Exhibit

 

 

 

3.1

 

Restated Certificate of Formation

3.2

 

Amended and Restated Bylaws

 

 


Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki