8-KShareholder Matters

FASTENAL CO 8-K Report, Shareholder Vote Results (Apr 27, 2017)

Filed April 27, 2017For Securities:FAST

Summary

Fastenal Company (FAST) filed an 8-K on April 26, 2017, detailing the outcomes of its Annual Meeting of Shareholders held on April 25, 2017. The meeting confirmed strong shareholder support for the election of its ten-member Board of Directors, with all nominees receiving a significant majority of votes. Furthermore, shareholders overwhelmingly ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017, indicating confidence in the company's financial oversight. The meeting also saw shareholders re-approve the Fastenal Company Incentive Plan and approve, on an advisory basis, the compensation of the company's named executive officers. Importantly, shareholders voted overwhelmingly in favor of holding an annual advisory vote on executive compensation, a decision the Board of Directors has resolved to follow. The presence of a quorum and the high voter turnout, as evidenced by the number of shares represented, underscore active shareholder engagement.

Key Highlights

  • 1All ten director nominees were overwhelmingly elected by shareholders.
  • 2Shareholders ratified the appointment of KPMG LLP as the independent auditor for the fiscal year ending December 31, 2017.
  • 3The Fastenal Company Incentive Plan received re-approval from shareholders.
  • 4An advisory vote to approve executive officer compensation passed with strong shareholder support.
  • 5Shareholders overwhelmingly chose to hold an advisory vote on executive compensation annually.
  • 6A quorum was present at the Annual Meeting with 262,506,449 shares represented out of 289,260,924 outstanding shares.
  • 7Broker non-votes were noted for several proposals, totaling 38,540,968 shares.

Frequently Asked Questions

The key outcomes included the election of all ten director nominees, the ratification of KPMG LLP as the independent auditor, the re-approval of the company's Incentive Plan, and shareholder approval (both advisory for executive compensation and advisory for frequency) of executive compensation matters. Shareholders also determined that an advisory vote on executive compensation should occur annually.

While all proposals passed with a majority of votes, there were varying degrees of votes against proposals. The highest number of 'Against' votes was for the ratification of the independent auditor, with over 14 million votes against, though this was still a strong ratification. The advisory vote on executive compensation also saw several million 'Against' votes.

Shareholders voted decisively to have an advisory vote on executive compensation every year. Over 202 million votes were cast for 'Every Year', compared to significantly fewer votes for 'Every Two Years' and 'Every Three Years'.

Shareholder participation was strong, with a quorum present as 262,506,449 shares were represented in person or by proxy, out of 289,260,924 outstanding shares entitled to vote.