Document

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 19, 2019

FLIR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
 

OREGON
0-21918
93-0708501
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

27700 SW Parkway Avenue
Wilsonville, Oregon
97070
(Address of principal executive offices)

(Zip Code)
Registrant’s telephone number, including area code: (503) 498-3547

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:

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))

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

The Company’s annual meeting of shareholders was held on April 19, 2019 (the “Annual Meeting”), at which the following persons were elected to the Company’s Board of Directors by the votes and for the terms indicated:

 
 
Vote
 
 
 
 

Director
 

For
 

Against
 

Abstain
 
Broker
Non-Votes
 
Term
Ending
 
 
 
 
 
 
 
 
 
 
 
James J. Cannon
 
108,357,406
 
3,772,358
 
67,330
 
9,146,264
 
2020
John D. Carter
 
100,623,342
 
11,498,311
 
75,441
 
9,146,264
 
2020
William W. Crouch
 
101,753,810
 
10,367,368
 
75,916
 
9,146,264
 
2020
Catherine A. Halligan
 
110,139,092
 
1,983,524
 
74,478
 
9,146,264
 
2020
Earl R. Lewis
 
106,614,348
 
5,513,715
 
69,031
 
9,146,264
 
2020
Angus L. Macdonald
 
105,195,733
 
6,925,505
 
75,856
 
9,146,264
 
2020
Michael T. Smith
 
105,359,681
 
6,761,815
 
75,598
 
9,146,264
 
2020
Cathy A. Stauffer
 
110,760,512
 
1,362,798
 
73,784
 
9,146,264
 
2020
Robert S. Tyrer
 
111,535,650
 
586,307
 
75,137
 
9,146,264
 
2020
John W. Wood, Jr.
 
106,909,766
 
5,204,788
 
82,540
 
9,146,264
 
2020
Steven E. Wynne
 
102,665,322
 
9,455,280
 
76,492
 
9,146,264
 
2020

At the Annual Meeting, the proposal to ratify the appointment by the Audit Committee of the Company’s Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was approved by the following votes:

For
 
Against
 
Abstain
 
 
 
 
 
118,358,889
 
2,904,849
 
79,620

At the Annual Meeting, the Company’s executive compensation was approved, on an advisory basis, by the following votes:

For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
103,247,420
 
8,838,597
 
111,077
 
9,146,264

At the Annual Meeting, the Company’s 2019 Employee Stock Purchase Plan was approved by the following votes:

For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
111,154,129
 
254,824
 
788,141
 
9,146,264





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 on April 23, 2019.

    
FLIR SYSTEMS, INC.
(Registrant)
 
 
By
/s/ Carol P. Lowe
 
Carol P. Lowe
 
Executive Vice President and Chief Financial Officer