Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain
Officers. At the 2021 Annual Meeting of Stockholders ofCIRCOR International, Inc. (the "Company") held onMay 25, 2021 (the "2021 Annual Meeting"), the Company's stockholders approved an amendment to the Company's 2019 Stock Option and Incentive Plan (the "2019 Plan") to increase the number of shares available for issuance thereunder by 1,000,000 shares, which had previously been adopted by the Company's Board of Directors subject to stockholder approval.
The description of the 2019 Plan, as amended, contained on pages 6 2
to
71 of the Company's Proxy Statement for the 2021 Annual Meeting, filed with theSecurities and Exchange Commission onApril 13 , 202 1 , is incorporated herein by reference. A complete copy of the 2019 Plan, as amended, is included as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The proposals before the Company's stockholders at the 2021 Annual Meeting, and the final results of voting on such proposals, are as provided below:
Proposal 1: Election of Directors. The following persons were elected as Class I directors for one year term, such term to continue until the Annual Meeting of Stockholders to be held in 2022 and until each such director's successor is duly elected and qualified or until each such director's earlier death, resignation or removal: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES Scott Buckhout 16,577,681 1,650,692 3,350 922,019 Samuel R. Chapin 16,266,431 1,964,201 1,091 922,019 David F. Dietz 15,782,742 2,448,230 751 922,019 Tina M. Donikowski 16,507,658 1,723,314 751 922,019 Bruce Lisman 18,065,113 165,519 1,091 922,019 John (Andy) O'Donnell 16,149,925 2,081,047 751 922,019 Proposal 2: Ratification of the selection by the Audit Committee of the Company's Board of Directors ofErnst & Young LLP as the Company's independent auditors for the fiscal year endingDecember 31, 2021 . Stockholders ratified the selection as follows: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 19,117,163 35,950 629 0 Proposal 3: Approval of the advisory resolution regarding the compensation of the Company's named executive officers. Stockholders approved, on an advisory basis, the compensation of the named executive officers, as follows: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 17,718,498 503,227 9,998 922,019
Proposal 4: Approval of an amendment to the 2019 Plan to increase the number of shares available for issuance thereunder by 1,000,000 shares. Stockholders approved the amendment to the 2019 Plan as follows:
VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 10,105,426 6,731,241 1,395,056 922,019
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 2019 Stock Option and Incentive Plan, as amended,
incorporated hereby by
reference to Exhibit B to the Company's Definitive Proxy
Statement, filed with
theSecurities and Exchange Commission onApril 13, 2021 . 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Cover Page Interactive Data File (formatted as inline XBRL and contained in 104 Exhibit 101)
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