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): April 19, 2016
 
FASTENAL COMPANY
(Exact name of registrant as specified in its charter)
 
Minnesota
 
0-16125
 
41-0948415
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
2001 Theurer Boulevard
Winona, Minnesota
 
55987-1500
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (507) 454-5374
Not Applicable
(Former name or former address, if changed since last report)
 
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.
On April 19, 2016, Fastenal Company (the 'Company') held its annual meeting of shareholders (the 'Annual Meeting') in Winona, Minnesota. As of the record date for the Annual Meeting, there were 288,522,069 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. There were 254,842,325 shares of Common Stock represented in person or by proxy at the Annual Meeting; therefore, a quorum was present. The following is a brief summary of each matter voted upon at the Annual Meeting:

•
Proposal #1 – Election of directors. The election of a board of directors consisting of nine members to serve until the next regular meeting of shareholders or until their successors have been duly elected and qualified. The voting results were as follows:
Names of Directors
 
Total Number of Votes For
 
Total Number of Votes Against
 
Total Number of Votes Abstaining
Willard D. Oberton
 
213,223,114

 
1,285,331

 
242,771

Michael J. Ancius
 
212,433,344

 
2,034,369

 
283,503

Michael J. Dolan
 
211,289,918

 
3,308,768

 
152,530

Stephen L. Eastman
 
212,760,767

 
1,725,750

 
264,699

Daniel L. Florness
 
213,733,125

 
825,082

 
193,009

Rita J. Heise
 
213,543,453

 
907,314

 
300,449

Darren R. Jackson
 
141,887,461

 
72,642,057

 
221,698

Scott A. Satterlee
 
212,993,062

 
1,521,221

 
236,933

Reyne K. Wisecup
 
211,818,058

 
2,702,699

 
230,459

There were 40,091,109 broker non-votes.
Based on the votes set forth above, all of the foregoing persons were duly elected to serve until the next regular meeting of shareholders or until their successors have been duly elected and qualified.

•
Proposal #2 – Ratification of appointment of independent registered public accounting firm for the year ending December 31, 2016. The voting results were as follows:
For
 
Against
 
Abstain
240,554,994
 
14,032,608
 
254,723

Based on the votes set forth above, the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2016 was duly ratified by our shareholders.

•
Proposal #3 – An advisory vote on a non-binding resolution to approve the compensation of Fastenal’s named executive officers as disclosed in the proxy statement for the 2016 Annual Meeting. The voting results were as follows:

For
 
Against
 
Abstain
200,801,399
 
13,159,644
 
790,173
There were 40,091,109 broker non-votes.
Based on the votes set forth above, the resolution for the approval, on an advisory basis, of the compensation of our named executive officers was duly adopted by our shareholders.





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.
 
 
 
 
 
 
 
 
 
 
FASTENAL COMPANY
 
 
 
Date: April 21, 2016
 
 
 
/s/ Sheryl A. Lisowski
 
 
 
 
 
 
 
 
 
Sheryl A. Lisowski
 
 
 
 
Interim Chief Financial Officer, Controller, and Chief Accounting Officer