8-KLeadership ChangesShareholder Matters

FASTENAL CO 8-K Report, Executive Changes (Apr 23, 2015)

Filed April 23, 2015For Securities:FAST

Summary

This 8-K filing from Fastenal Company (FAST) on April 23, 2015, primarily reports on two key events: director retirement and executive retirement, alongside outcomes from the company's Annual Shareholders Meeting. Director Michael M. Gostomski retired from the board due to the company's age-limitation policy. Additionally, Executive Vice President - Sales, Steven A. Rucinski, announced his retirement effective May 15, 2015, after over 35 years of service. In recognition of his tenure, Mr. Rucinski will receive a $238,000 cash payment and his unvested stock options granted after January 1, 2012, will continue to vest and remain exercisable until their original expiration date. The filing also details the results of the Annual Meeting held on April 21, 2015. All nine director nominees were elected, shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2015, and an advisory vote to approve executive compensation was also passed. The meeting had a quorum present, with over 276 million shares represented.

Key Highlights

  • 1Director Michael M. Gostomski retired from the board, adhering to the company's 2012 director age-limitation policy.
  • 2Executive Vice President - Sales, Steven A. Rucinski, will retire on May 15, 2015, after more than 35 years with Fastenal.
  • 3Mr. Rucinski will receive a $238,000 cash payment upon retirement as recognition for his long service.
  • 4Unvested stock options for Mr. Rucinski, granted after January 1, 2012, will continue to vest and remain exercisable until their original expiration.
  • 5All nine director nominees were successfully elected at the Annual Meeting.
  • 6Shareholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2015.
  • 7An advisory vote on the compensation of named executive officers was approved by shareholders.

Frequently Asked Questions

Director Michael M. Gostomski retired from the board effective after the annual meeting of shareholders on April 21, 2015, in accordance with Fastenal's director age-limitation policy adopted in 2012.

Steven A. Rucinski will receive a cash payment of $238,000 upon his retirement on May 15, 2015. Additionally, the unvested portion of his stock options granted on or after January 1, 2012, will continue to vest on their original schedule and remain exercisable until their expiration dates.

At the Annual Shareholders Meeting on April 21, 2015, all nine director nominees were elected, shareholders ratified the appointment of KPMG LLP as the independent auditor for 2015, and an advisory vote to approve executive compensation was passed.

Yes, a quorum was present at the Annual Meeting, with 276,081,939 shares of Common Stock represented in person or by proxy, out of 295,492,719 outstanding shares entitled to vote.