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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) April 24, 2018
 
Fastenal Company
(Exact name of registrant as specified in its charter)
 

Minnesota
0-16125
41-0948415
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)


2001 Theurer Boulevard, Winona, Minnesota
55987-1500
(Address of principal executive offices)
(Zip Code)

 
Registrant's telephone number, including area code:   (507) 454-5374
 
 
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:
 
 
 
 
¨
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
(17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
 
 
 
 
Emerging Growth Company
 
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 




Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 24, 2018, Fastenal Company (the 'Company') held its annual meeting of shareholders (the 'Annual Meeting') in Winona, Minnesota. As of the record date for the Annual Meeting, there were 287,647,564 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. There were 263,678,070 shares of Common Stock represented in person or by proxy at the Annual Meeting; therefore, a quorum was present. The following is a brief summary of each matter voted upon at the Annual Meeting:
•
Proposal #1 – Election of directors. The election of a board of directors consisting of ten members to serve until the next regular meeting of shareholders or until their successors have been duly elected and qualified. The voting results were as follows:
Names of Directors
 
Total Number of Votes For
 
Total Number of Votes Against
 
Total Number of Votes Abstaining
Willard D. Oberton
 
224,792,634

 
2,092,615

 
163,060

Michael J. Ancius
 
224,938,961

 
1,760,737

 
348,611

Michael J. Dolan
 
215,322,051

 
11,413,594

 
312,664

Stephen L. Eastman
 
224,429,227

 
2,288,619

 
330,463

Daniel L. Florness
 
225,663,891

 
1,184,092

 
200,326

Rita J. Heise
 
225,719,238

 
965,577

 
363,494

Darren R. Jackson
 
224,766,035

 
1,869,038

 
413,236

Daniel L. Johnson
 
224,771,612

 
1,864,392

 
412,305

Scott A. Satterlee
 
225,746,567

 
891,896

 
409,846

Reyne K. Wisecup
 
222,533,041

 
4,307,486

 
207,782

There were 36,629,761 broker non-votes.
Based on the votes set forth above, all of the foregoing persons were duly elected to serve until the next regular meeting of shareholders or until their successors have been duly elected and qualified.
•
Proposal #2 – Ratification of appointment of independent registered public accounting firm for the year ending December 31, 2018. The voting results were as follows:
For
 
Against
 
Abstain
246,956,410
 
16,319,679
 
401,981
Based on the votes set forth above, the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2018 was duly ratified by our shareholders.
•
Proposal #3 – An advisory vote on a non-binding resolution to approve the compensation of Fastenal’s named executive officers as disclosed in the proxy statement for the 2018 Annual Meeting. The voting results were as follows:
For
 
Against
 
Abstain
219,368,199
 
6,580,954
 
1,099,156
There were 36,629,761 broker non-votes.
Based on the votes set forth above, the resolution for the approval, on an advisory basis, of the compensation of our named executive officers was duly adopted by our shareholders.
•Proposal #4 – Approval of Fastenal's Non-Employee Director Stock Option Plan. The voting results were as follows:
For
 
Against
 
Abstain
221,640,281
 
4,578,348
 
829,680
There were 36,629,761 broker non-votes.
Based on the votes set forth above, the approval of the Fastenal Company Non-Employee Director Stock Option Plan was duly approved by our shareholders.




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.
 
 
 
 
 
 
 
 
 
 
FASTENAL COMPANY
 
 
 
Date: April 25, 2018
 
By:
 
/s/ Sheryl A. Lisowski
 
 
 
 
 
 
 
 
 
Sheryl A. Lisowski
 
 
 
 
Controller, Chief Accounting Officer, and Treasurer