Annual Meeting Results & Departure


 
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): June 3, 2014
 
 
 AMERICAN RAILCAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
 
North Dakota
 
000-51728
 
43-1481791
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
100 Clark Street
 
 
St. Charles, Missouri
 
63301
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (636) 940-6000
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 (see General Instruction A.2):
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.
Effective June 4, 2014, Alan C. Lullman, Senior Vice President, Sales of American Railcar Industries, Inc. (“ARI” or the “Company”) is no longer employed by ARI.

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

The Company held its annual meeting of shareholders (the Annual Meeting) on June 3, 2014. At the Annual Meeting, shareholders voted on the following proposals and cast their votes as described below.

Proposal 1

The individuals listed below were elected at the Annual Meeting to serve on the Company’s Board of Directors until the next annual meeting of shareholders or until their respective successors are duly elected and qualified.

Nominee
 
For
Against
Abstentions
Broker Non-Votes
Carl C. Icahn
 
13,652,496
3,416,435
77,895
0
James C. Pontious
 
16,985,660
81,761
79,405
0
J. Mike Laisure
 
16,947,364
120,079
79,383
0
Harold First
 
16,117,686
948,070
81,071
0
Hunter Gary
 
12,516,674
4,549,130
81,023
0
SungHwan Cho
 
13,241,602
3,826,076
79,148
0
Andrew Roberto
 
13,706,169
3,361,466
79,191
0


Proposal 2

An advisory vote on executive compensation, as described in the proxy materials. This proposal was approved.

For
Against
Abstentions
Broker Non-Votes
 17,011,282
        38,003
        97,539
0









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.

Date: June 4, 2014
 
 
American Railcar Industries, Inc.
 
 
 
 
 
By:
/s/ Dale C. Davies
 
 
Name:
Dale C. Davies
 
 
Title:
Senior Vice President, Chief Financial Officer and Treasurer