UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on August 6, 2019. At the Annual Meeting, George J. Damiris, Martin M. Ellen and David B. Powers were elected to the Board of Directors by the holders of the Company’s Common Stock, par value $0.01 per share, to serve until the 2022 Annual Meeting of Stockholders. The Company’s stockholders also approved an advisory resolution regarding the compensation of the Company’s named executive officers, as well as the expected appointment by the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending March 31, 2020. Voting results for the director nominees and the other proposals are summarized below:
Election of Class I Directors
| Number of Shares of Common Stock | ||||||||||||||||
| Director Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| George J. Damiris | 37,912,455 | 1,648,927 | 119,241 | 1,555,097 | ||||||||||||
| Martin M. Ellen | 39,329,034 | 272,561 | 79,028 | 1,555,097 | ||||||||||||
| David B. Powers | 38,061,016 | 1,536,289 | 83,318 | 1,555,097 | ||||||||||||
Margot L. Carter, Michael R. Nicolais and Richard R. Stewart continue to serve as directors with a term expiring in 2020. F. William Barnett, Ed H. Bowman, Richard Beckwitt and Michael R. Haack continue to serve as directors with a term expiring in 2021.
Approval of an advisory resolution regarding the compensation of the Company’s named executive officers
| Number of Shares of Common Stock | ||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 31,531,092 | 8,019,591 | 129,940 | 1,555,097 | |||||||||||
Approval of Ernst & Young LLP as the Independent Auditors
| Number of Shares of Common Stock | ||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 40,856,910 | 296,791 | 82,019 | 0 | |||||||||||
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.
| EAGLE MATERIALS INC. | ||
| By: |
/s/ D. Craig Kesler | |
| D. Craig Kesler | ||
| Executive Vice President – Finance and Administration and | ||
| Chief Financial Officer | ||
Date: August 9, 2019