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): May 8, 2013

 

SUPREME INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

P.O. Box 237

2581 E. Kercher Road

Goshen, Indiana 46528

(Address of principal executive offices) (Zip Code)

 

 

Registrant’s telephone number, including area code:  (574) 642-3070

 

 

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 (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 8, 2013, the Board of Directors (the “Board”) of Supreme Industries, Inc. (the “Company”) elected Mark D. Weber to serve as a director and as a member of the Company’s Executive Committee.  As previously disclosed on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2013, Mr. Weber was selected by the Company’s Board to be its President and Chief Executive Officer effective May 6, 2013.  Mr. Weber, 55, served since 2003 as the Group President for five (5) divisions of Federal Signal Corporation, a global manufacturer of environmental and safety solutions for municipal, governmental, and industrial clients.  He holds a Bachelor of Science degree in Mechanical Engineering from Rose Hulman Institute of Technology and a Masters of Business Administration degree from Indiana University.  The Company and its wholly-owned subsidiary, Supreme Corporation, entered into an employment agreement (the “Employment Agreement”) with Mr. Weber.  The term of the Employment Agreement is from May 6, 2013, to May 5, 2016, with there to be an automatic renewal for successive one year periods unless either party provides notice of non-renewal at least 90 days prior to the end of the term then in effect.

 

Item 5.07              Submission of Matters to a Vote of Security Holders.

 

The annual meeting of stockholders of the Company was held on May 8, 2013, in Goshen, Indiana, at which the following matters were submitted for a vote to our stockholders:

 

(1)           To elect two Class A and six Class B director nominees to serve until the next annual meeting and until their successors have been elected and qualified.  All nominees were elected as directors with the following vote:

 

Nominee		Votes For		Votes Against		Abstentions		Broker Non-Votes
Class A
Edward L. Flynn		8,354,745		315,180		166,899		3,495,690
Mark C. Neilson		8,614,984		202,357		19,483		3,495,690

 

Nominee		Votes For		Votes Withheld		Broker Non-Votes
Class B
William J. Barrett		1,716,937		—		N/A
Robert J. Campbell		1,716,937		—		N/A
Arthur J. Gajarsa		1,716,937		—		N/A
Herbert M. Gardner		1,716,937		—		N/A
Thomas B. Hogan, Jr.		1,716,937		—		N/A
Wayne A. Whitener		1,716,937		—		N/A

 

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(2)           To approve, on an advisory basis, the compensation of the Company’s named executive officers.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
9,958,591		492,639		98,040		3,495,690

 

(3)           To determine, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

Every 1 Year		Every 2 Years		Every 3 Years		Abstentions		Broker Non-Votes
4,811,562		317,034		5,308,123		114,001		3,495,690

 

The Company’s stockholders voted, on an advisory basis, for “Every 3 Years” as their preferred frequency of conducting future advisory votes on executive compensation.  The Board has considered the voting results of this advisory vote and other factors, and the Board has determined that future advisory votes on executive compensation will be held every three years until the next required stockholder advisory vote on the frequency of such votes or until the Board otherwise determines that a different frequency for such votes is in the best interests of the Company’s stockholders.

 

(4)           To ratify the selection of Crowe Horwath, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2013 which was approved by the following vote:

 

Votes For		Votes Against		Abstentions
13,857,596		174,401		11,513

 

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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.

 

		SUPREME INDUSTRIES, INC.
Date: May 13, 2013		By:	/s/ Matthew W. Long
			Matthew W. Long,
			Chief Financial Officer

 

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