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 16, 2012

 

 

Universal Stainless & Alloy Products, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		000-25032		25-1724540
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
600 Mayer Street, Bridgeville, Pennsylvania				15017
(Address of principal executive offices)				(Zip code)

Registrant’s telephone number, including area code: (412) 257-7600

 

 

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.):

 

¨	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))

 

 

 

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

On May 16, 2012, Universal Stainless & Alloy Products, Inc. (the “Company”) held its annual meeting of stockholders. Below are the voting results for each matter submitted for a vote of the Company’s stockholders at the annual meeting:

 

1.

Election of Directors:

 

NAME		FOR				WITHHELD				BROKER NON-VOTES
Dennis M. Oates			5,830,968				350,727				296,911
Christopher L. Ayers			5,568,114				613,581				296,911
Douglas M. Dunn			5,774,604				407,091				296,911
M. David Kornblatt			5,973,864				207,831				296,911
Udi Toledano			5,774,821				406,874				296,911

 

2.

Advisory, non-binding resolution to approve the compensation of the Company’s named executive officers:

 

FOR		AGAINST		ABSTESTIONS		BROKER NON-VOTES
5,993,376		186,615		1,704		296,911

 

3.

Approval to amend the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 10,000,000 to 30,000,000.

 

FOR		AGAINST		ABSTESTIONS		BROKER NON-VOTES
2,641,759		3,538,196		1,740		296,911

 

4.

Approval of the Company’s Omnibus Incentive Plan.

 

FOR		AGAINST		ABSTESTIONS		BROKER NON-VOTES
4,427,679		1,737,272		16,744		296,911

 

5.

Approval to amend the Company’s existing Employee Stock Purchase Plan to increase the number of shares reserved for issuance under the plan by 50,000 shares.

 

FOR		AGAINST		ABSTESTIONS		BROKER NON-VOTES
6,061,127		118,584		1,984		296,911

 

6.

Ratification of the appointment of Schneider Downs & Co., Inc. as the Company’s independent registered public accountants for 2012:

 

FOR		AGAINST		ABSTESTIONS
6,193,620		270,005		14,981

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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.

 

Dated: May 22, 2012