SIFCO8-K-Shareholdervote1-28-2014

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) January 28, 2014

SIFCO Industries, Inc.
(Exact name of registrant as specified in its charter)


Ohio
1-5978
34-0553950
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

970 East 64th Street, Cleveland Ohio
 
44103
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (216) 881-8600
 
 



(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):

[ ]
Written communication 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 Exchanged 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))











Section 5 – Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders

On January 28, 2014, the Company held its Annual Meeting of shareholders. The following matters set forth in our definitive proxy statement on Schedule 14A dated December 13, 2013 and filed with the Securities and Exchange Commission were voted on at our annual meeting of shareholders and the results of such voting is indicated below.

1.
The seven (7) nominees listed below were elected as directors of the Company, each to serve on the Board of Directors until the Company’s Annual Meeting in 2015, with the respective votes set forth opposite their names:
Name of Director
 
Votes For
Votes Withheld
Non Votes
 
 
 
 
 
Jeffrey P. Gotschall
 
4,690,104
72,673
440,374
Michael S. Lipscomb
 
4,701,497
61,280
440,374
Donald C. Molten Jr.
 
4,679,927
82,850
440,374
John G. Chapman, Sr.
 
4,679,330
83,447
440,374
Alayne L. Reitman
 
4,691,814
70,963
440,374
Norman E. Wells, Jr.
 
4,681,464
81,313
440,374
Hudson D. Smith
 
4,708,416
54,361
440,374

2.
Ratify the designation of Grant Thornton LLP as the independent registered public accounting firm of the Company for fiscal 2014. Voting results on this proposal were as follows:
For
5,128,021

Against
33,298

Abstain
41,832


3.
To cast a non-binding advisory vote on executive compensation (say-on-pay). Voting results on this proposal were as follows:
For
4,719,591

Against
29,182

Abstain
14,003

Non-vote
440,375


4.
To vote on the frequency for holding the non-binding advisory vote on say-on-pay (every one, two or three years). Voting results on this proposal were as follows:
Three years
364,623

Two years
3,283,071

One year
1,060,096

Abstain
54,986

Non-vote
440,375


5.
To amend Articles II, III and X of our Code of Regulations. Voting results on this proposal were as follows:
For
4,466,596

Against
694,818

Abstain
41,736





SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


SIFCO Industries, Inc.
(Registrant)
 
 
 
 
 
SIFCO Industries, Inc.
 
 
(Registrant)
 
 
Date: January 30, 2014
 
 
 
 
/s/ Catherine M. Kramer
 
 
Catherine M. Kramer
 
 
Vice President – Finance and Chief Financial Officer
 
 
(Principal Financial Officer)