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): March 9, 2017

 

Hurco Companies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Indiana

(State or Other Jurisdiction of Incorporation)

 

0-9143 35-1150732
(Commission File Number) (IRS Employer Identification No.)

 

One Technology Way  
Indianapolis, Indiana 46268
(Address of Principal Executive Offices) (Zip Code)

 

(317) 293-5309

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(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. below):

 

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

 

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

 

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

 

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 2.02Results of Operations and Financial Condition.

 

On March 10, 2017, Hurco Companies, Inc. (the “Company”) reported its results of operations for the first fiscal quarter ended January 31, 2017. The Company’s earnings release for the period is attached as Exhibit 99.1, and the information set forth therein is incorporated herein by reference and constitutes a part of this report. Exhibit 99.1 is furnished pursuant to Item 2.02 of Form 8-K.

 

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

 

The Company held its Annual Meeting of Shareholders on March 9, 2017. The shareholders:

 

·elected all nine of the Company’s nominees for director to serve until the next Annual Meeting of Shareholders;
·approved, on an advisory basis, the compensation for the Company’s named executive officers as disclosed in the proxy statement for the 2017 Annual Meeting;
·submitted, on an advisory basis, a majority of votes for annual frequency for future executive compensation say-on-pay votes; and
·ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2017.

 

Shares were voted on these proposals as follows:

 

 

Number of

Votes

FOR

Number of

Votes

WITHHELD

Broker
Non-

Votes

Election of Directors:      
Thomas A. Aaro 5,330,946 16,695 815,274
Robert W. Cruickshank 5,327,752 19,889 815,274
Michael Doar 4,787,949 559,692 815,274
Timothy J. Gardner 5,331,254 16,387 815,274
Jay C. Longbottom 5,329,795 17,846 815,274
Andrew Niner 5,331,464 16,177 815,274
Richard Porter 5,332,554 15,087 815,274
Janaki Sivanesan 5,331,256 16,385 815,274
Ronald Strackbein 5,329,346 18,295 815,274
     

 

 

 

For Against

Broker Non-

Votes

 

Abstentions

Advisory vote to approve executive compensation: 5,217,672 42,237 815,274 87,732
       

 

 

 

 

 

 

 

 

FOR
Every 1 Year
FOR
Every 2 Years

 

FOR

Every 3 Years

Broker Non-

Votes

 

Abstentions

Advisory vote on frequency

of future say-on-pay votes:

4,219,424 84,987 941,919 815,274 101,311
       

  

 
           

 

 


For



Against

Broker

Non-

Votes

 

 

Abstentions

 
Ratification of appointment
of public accounting firm:
6,139,422 16,299 -- 7,194  

 

 

Based on the advisory vote results on the frequency of future say-on-pay votes, and consistent with the recommendation of the Company’s Board of Directors (the “Board”), the Board has determined that the Company will hold a shareholder advisory vote on executive compensation every year until the next required vote on the frequency of future say-on-pay votes.

 

Item 7.01Regulation FD Disclosure.

 

The Company’s press release issued on March 10, 2017 announced the payment of a cash dividend of $0.10 per share of common stock. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.
   
99.1 Press release of Hurco Companies, Inc. dated March 10, 2017

  

 

 

 

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:  March 10, 2017
     
  HURCO COMPANIES, INC.
     
     
     
  By: /s/ Sonja K. McClelland
    Sonja K. McClelland,
    Executive Vice President, Secretary, Treasurer
    and Chief Financial Officer

 

 

 

  

EXHIBIT INDEX

 

99.1Earnings Release of Hurco Companies, Inc. dated March 10, 2017