novt-8k_20180510.htm

 

 

 

 

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 10, 2018

 

Novanta Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

New Brunswick, Canada

001-35083

98-0110412

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

125 Middlesex Turnpike

Bedford, Massachusetts

 

01730

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 266-5700

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 Instructions 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 May 10, 2018, Novanta Inc. (the “Company”) held its Annual Meeting of Shareholders.  A total of 33,420,309 common shares were present or represented by proxy at the meeting, representing approximately 96.35 percent of the Company’s common shares outstanding as of March 29, 2018, the record date for the meeting. The following are the voting results on the proposals considered and voted upon at the meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 6, 2018.

 

Item 1 — Election of directors for a term of office expiring on the date of the annual meeting of shareholders in 2019, until his successor is elected or appointed, or until his earlier death, resignation or removal.

 

NOMINEE

 

Votes FOR

 

 

Votes WITHHELD

 

 

Broker Non-Votes

 

Stephen W. Bershad

 

 

29,691,782

 

 

 

682,708

 

 

 

3,045,819

 

Lonny J. Carpenter

 

 

30,279,853

 

 

 

94,637

 

 

 

3,045,819

 

Dennis J. Fortino

 

 

28,257,135

 

 

 

2,117,355

 

 

 

3,045,819

 

Matthijs Glastra

 

 

30,021,391

 

 

 

353,099

 

 

 

3,045,819

 

Brian D. King

 

 

30,021,804

 

 

 

352,686

 

 

 

3,045,819

 

Ira J. Lamel

 

 

29,980,372

 

 

 

394,118

 

 

 

3,045,819

 

Dominic A. Romeo

 

 

30,021,752

 

 

 

352,738

 

 

 

3,045,819

 

Thomas N. Secor

 

 

29,691,644

 

 

 

682,846

 

 

 

3,045,819

 

 

Item 2 — Approval, on an advisory basis, of the Company’s executive compensation.

 

Votes FOR

 

 

Votes AGAINST

 

 

Votes ABSTAINED

 

 

Broker Non-Votes

 

 

30,006,791

 

 

 

340,301

 

 

 

27,398

 

 

 

3,045,819

 

 

Item 3 — Appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to serve until the 2019 annual meeting of shareholders.

 

Votes FOR

 

 

Votes AGAINST

 

 

Votes ABSTAINED

 

 

Broker Non-Votes

 

 

33,380,581

 

 

 

29,712

 

 

 

10,016

 

 

 

-

 

 

Based on the foregoing votes, each of the eight nominees for director was elected and Items 2 and 3 were approved.

 

 

 

 

 

 

 


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.

 

 

 

 

 

 

 

 

Novanta Inc.

 

 

(Registrant)

 

 

 

Date: May 14, 2018

 

By:

 

/s/ Robert J. Buckley

 

 

 

 

Robert J. Buckley

 

 

 

 

Chief Financial Officer