UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 24, 2015
TEAM, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-08604 | 74-1765729 | ||
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
13131 Dairy Ashford, Suite 600
Sugar Land, Texas 77478
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (281) 331-6154
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate line 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 September 24, 2015, Team, Inc., a Delaware corporation (the “Company”), held its 2015 Annual Meeting of Stockholders. The following matters were voted upon at the Annual Meeting of Stockholders: (1) the election of Directors of the Company; (2) the ratification of the appointment of KPMG LLP as the Company’s independent auditors for fiscal year 2016; and (3) the advisory vote on the compensation of the Named Executive Officers of the Company.
The following matters voted on at the Annual Meeting of Stockholders of the Company were approved. The voting results were as follows:
Proposal #1 – Election of Directors
| Name | Votes For | % of votes cast | Votes Against | % of votes cast | Abstentions | Broker Non-Votes | ||||||
| Vincent D. Foster | 16,671,922 | 94% | 1,024,086 | 6% | 4,579 | 1,925,084 | ||||||
| Michael A. Lucas | 17,190,345 | 97% | 505,463 | 3% | 4,779 | 1,925,084 |
Proposal #2 – Ratification of Auditors
| Votes For | % of votes cast | Votes Against | % of votes cast | Abstentions | Broker Non-Votes | |||||
| 19,553,803 | 99% | 63,592 | .3% | 8,276 | 0 |
Proposal #3 – Advisory Vote on the Compensation of the Named Executive Officers
| Votes For | % of votes cast | Votes Against | % of votes cast | Abstentions | Broker Non-Votes | |||||
| 17,177,915 | 97% | 472,352 | 3% | 50,320 | 1,925,084 |
For purposes of this Item 5.07, percentages have been rounded.
ITEM 8.01 OTHER EVENTS
On September 24, 2015, the Corporate Governance and Nominating Committee of the Board of Directors of the Company recommended and the Board of Directors of the Company approved the following Board leadership and committee appointments, effective immediately.
Lead Director
Louis A. Waters
Executive Committee
Ted W. Owen– Chairman
Vincent D. Foster
Philip J. Hawk
Louis A. Waters
Audit Committee
Vincent D. Foster – Chairman
Michael A. Lucas
Louis A. Waters
Sidney B. Williams
Compensation Committee
Emmett J. Lescroart – Chairman
Michael A. Lucas
Louis A. Waters
Sidney B. Williams
Corporate Governance and Nominating Committee
Sidney B. Williams – Chairman
Vincent D. Foster
Louis A. Waters
SIGNATURES
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.
TEAM, INC.
| By: | /s/ André C. Bouchard | |
| André C. Bouchard | ||
| Executive Vice President – Administration, Chief Legal Officer and Secretary | ||
Dated: September 28, 2015