2015 Annual Meeting 8-K




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): May 12, 2015


MSA SAFETY INCORPORATED
(Exact name of registrant as specified in its charter)
Pennsylvania
1-15579
46-4914539
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification Number)


1000 Cranberry Woods Drive
Cranberry Township, PA


16066
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: 724-776-8600

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

The annual meeting of shareholders of MSA Safety Incorporated was held on May 12, 2015. The following matters were acted upon:


1. Election of Directors

Thomas B. Hotopp, John T. Ryan III and Thomas H. Witmer were elected to serve until the Annual Meeting in 2018, by the following votes:


Nominee
 

Votes For
 
Votes Withheld
 
Broker
Non-Votes
Thomas B. Hotopp
 
30,432,367
 
267,119
 
4,477,965
John T. Ryan III
 
20,000,108
 
10,699,378
 
4,477,965
Thomas H. Witmer
 
30,451,378
 
248,108
 
4,477,965

Continuing as directors, with terms expiring in 2016, are Robert A. Bruggeworth, Alvaro Garcia-Tunon and Rebecca B. Roberts. Continuing as directors, with terms expiring in 2017, are William M. Lambert, Diane M. Pearse and L. Edward Shaw, Jr.

2. Selection of Independent Registered Public Accounting Firm

Ernst & Young LLP was selected as the independent registered public accounting firm for the year ending December 31, 2015, by the following votes:

Votes For
 
Votes Against
 
Abstentions
35,094,140
 
56,802
 
26,509


3. Advisory Vote on Executive Compensation

The results of the advisory vote on the executive compensation of the Company’s named executive officers were as follows:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
30,359,149
 
267,898
 
72,439
 
4,477,965




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 thereunto duly authorized.


MSA SAFETY INCORPORATED
(Registrant)




By    /s/ Douglas K. McClaine
_________________________________________
Douglas K. McClaine
Vice President, General Counsel
and Secretary



Date: May 13, 2015