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):
June 18, 2015
EMPIRE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-12127 |
|
22-3136782 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
|
|
2115 Linwood
Avenue
Fort Lee, New Jersey |
|
07024 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (201) 944-2200
(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 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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 18, 2015, Empire
Resources, Inc. (the “Company”) held its 2015 annual meeting of stockholders (the “Meeting”). At the Meeting,
stockholders acted upon the matters outlined in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on April 30, 2015 (the “Proxy Statement”). There were 8,246,395 shares of common stock present
at the Meeting in person or by proxy, which represented 94% of the voting power of the common stock entitled to vote at the Meeting,
and which constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one
vote for each share held as of the close of business on April 24, 2015.
The matters voted upon
at the Meeting were as follows:
| (1) | Election of nine directors to serve on the Company’s board of directors for a term of one
year or until their successors are elected and qualified. |
| (2) | An advisory vote on executive compensation as disclosed in the Proxy Statement. |
| (3) | Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2015. |
For more information
about the foregoing proposals, see the Proxy Statement. The number of votes cast for, against or withheld, abstentions and broker
non-votes with respect to each matter voted upon, as applicable, are set forth below:
| (1) | Election of directors: |
Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
William Spier |
5,247,953 |
209,342 |
2,789,100 |
Nathan Kahn |
5,248,446 |
208,849 |
2,789,100 |
Sandra Kahn |
5,225,003 |
232,292 |
2,789,100 |
Harvey Wrubel |
5,242,567 |
214,728 |
2,789,100 |
Jack Bendheim |
5,218,002 |
239,293 |
2,789,100 |
Peter G. Howard |
5,238,767 |
218,528 |
2,789,100 |
Douglas Kass |
5,422,276 |
35,019 |
2,789,100 |
Nathan Mazurek |
5,341,804 |
115,491 |
2,789,100 |
Morris J. Smith |
5,420,776 |
36,519 |
2,789,100 |
Each of the nine nominees
for director was elected to serve until the next annual meeting of stockholders or until his or her successor has been elected
and qualified, or until his or her earlier death, resignation or removal.
| (2) | Advisory vote on executive compensation: |
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
5,371,665 |
|
58,724 |
|
26,906 |
|
2,789,100 |
The stockholders approved,
on a non-binding advisory basis, the compensation program for the Company’s named executive officers as disclosed in the
Proxy Statement.
| (3) | Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2015: |
For |
|
Against |
|
Abstain |
8,167,441 |
|
52,881 |
|
26,073 |
The stockholders ratified
the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2015.
On June 18, 2015, the
Company’s board of directors declared a regular cash dividend of $0.025 per share of its outstanding common stock, payable
on July 17, 2015 to stockholders of record at the close of business on July 2, 2015. On June 19, 2015, the Company issued a press
release announcing this regular dividend, a copy of which is attached as Exhibit 99.1 to this report and is incorporated herein
by reference.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit Number |
|
Description |
99.1 |
|
Press release dated June 19, 2015 |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
EMPIRE RESOURCES, inc. |
|
|
|
|
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Date: June 19, 2015 |
By: |
/s/ Sandra Kahn |
|
|
|
Name: Sandra Kahn |
|
|
|
Title: Chief Financial Officer |
|
EXHIBIT INDEX
Exhibit Number |
|
Description |
99.1 |
|
Press release dated June 19, 2015. |
Exhibit 99.1
EMPIRE RESOURCES DECLARES 49th CONSECUTIVE
REGULAR QUARTERLY DIVIDEND
FORT LEE, N.J., June 19, 2015 -- Empire Resources, Inc. (NASDAQ:
ERS) announced that its Board of Directors has declared a regular cash dividend of $0.025 per share. This cash dividend is
payable on July 17, 2015 to stockholders of record at the close of business on July 2, 2015.
The Board of Directors intends to review its dividend policy
on a quarterly basis and make its determination based on profitability, free cash flow and the other requirements of the business.
Empire Resources, Inc. is a distributor of a wide range of semi-finished
metal products to customers in the transportation, automotive, housing, appliance and packaging industries in the U.S., Canada,
Brazil, Australia, New Zealand and Europe. It maintains supply contracts with mills in various parts of the world.
This press release contains “forward-looking statements.”
Such statements may be preceded by the words “intends,” “may,” “will,” “plans,”
“expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,”
“believes,” “hopes,” “potential” or similar words. Forward-looking statements are not guarantees
of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many
of which are beyond the Company’s control, and cannot be predicted or quantified and consequently, actual results may differ
materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation,
risks and uncertainties associated with (i) the loss or default of one or more suppliers; (ii) the loss or default of one or more
significant customers; (iii) a default by counterparties to derivative financial instruments; (iv) changes in general, national
or regional economic conditions; (v) an act of war or terrorism that disrupts international shipping; (vi) changes in laws, regulations
and tariffs; (vii) the imposition of anti-dumping duties on products the Company imports; (viii) changes in the size and nature
of the Company’s competition; (ix) changes in interest rates, foreign currencies or spot prices of aluminum; (x) the loss
of one or more key executives; (xi) increased credit risk from customers; (xii) the Company’s failure to grow internally
or by acquisition and (xiii) the Company’s failure to improve operating margins and efficiencies. More detailed information
about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s
filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly
Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site
at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result
of new information, future events or otherwise.
CONTACT: Investor Relations, Comm-Counsellors, LLC, Edward Nebb,
+1-203-972-8350, enebb@optonline.net, or June Filingeri, +1-203-972-0186, junefil@optonline.net; or Shareholders, David Kronfeld,
+1 917-408-1940, kronfeld@empireresources.com
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