8-K Filing 09/18/14


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): September 18, 2014
_______________
METHODE ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
State or Other Jurisdiction of Incorporation
0-2816
Commission File Number
36-2090085
IRS Employer Identification Number
7401 West Wilson Avenue, Chicago, Illinois 60706
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 867-6777
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 communication pursuant to Rule 425 under Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communication pursuant to Rule 14d-2(b) under 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))





Item 5.02. Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The annual meeting of the shareholders of Methode Electronics, Inc. ("Methode" or the “Company”) was held on September 18, 2014 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted to approve the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (the “Plan”). A description of the terms and conditions of the Plan is set forth in “Proposal Three, Approval of the Methode Electronics, Inc. 2014 Omnibus Incentive Plan” in the Company’s 2014 Proxy Statement filed with the Securities and Exchange Commission on July 29, 2014 (the “Proxy Statement”), and such description is incorporated herein by reference. The descriptions set forth herein and in the Proxy Statement are summaries only and are qualified in their entirety by the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.


Item 5.07
Submission of Matters to a Vote of Security Holders
At the Annual Meeting, Methode's shareholders voted on proposals to (i) elect ten (10) directors to hold office until the next annual meeting of shareholders or until their successors are elected and qualified; (ii) ratify the Audit Committee's selection of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending May 2, 2015; (iii) approve the Plan; and (iv) cast an advisory vote on executive compensation. The voting results for each proposal were as follows:  
1
Election of Directors:
Director
For
Against
Abstain
    Broker
Non-Votes
Walter J. Aspatore
32,540,120

190,065

51,124

3,321,312

 
 
 
 
 
Warren L. Batts
32,372,234

358,034

51,041

3,321,312

 
 
 
 
 
J. Edward Colgate
32,541,537

188,623

51,149

3,321,312

 
 
 
 
 
Darren M. Dawson
32,531,313

199,168

50,828

3,321,312

 
 
 
 
 
Donald W. Duda
32,577,964

187,188

16,157

3,321,312

 
 
 
 
 
Stephen F. Gates
32,660,957

69,612

50,740

3,321,312

 
 
 
 
 
Isabelle C. Goossen
32,680,766

49,538

51,005

3,321,312

 
 
 
 
 
Christopher J. Hornung
32,658,363

111,780

11,166

3,321,312

 
 
 
 
 
Paul G. Shelton
32,659,031

110,670

11,608

3,321,312

 
 
 
 
 
Lawrence B. Skatoff
32,560,090

69,927

151,292

3,321,312


2
Ratification of the selection of Ernst & Young LLP:
 
For

Against

Abstain

Broker Non-Votes
35,772,641

316,505

13,475

3
Approval of the Methode Electronics Inc. 2014 Omnibus Incentive Plan:
 
For

Against

Abstain

Broker Non-Votes

31,709,964

1,036,590

34,755

3,321,312






4
Advisory approval of Methode's named executive officer compensation:
 
For

Against

Abstain

Broker Non-Votes

32,254,007

396,175

131,127

3,321,312









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.
Date: September 22, 2014
METHODE ELECTRONICS, INC.


By: /s/ Douglas A. Koman                
Douglas A. Koman
Chief Financial Officer