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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): February 11, 2020
 
 
 
  MTSLOGOJPGA11.JPG
MTS SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
Minnesota
000-02382
41-0908057
(STATE OR OTHER JURISDICTION OF INCORPORATION)
(COMMISSION FILE NUMBER)
(I.R.S. EMPLOYER IDENTIFICATION NO.)
14000 TECHNOLOGY DRIVE, EDEN PRAIRIE, MN 55344
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(952) 937-4000
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $0.25 par value
MTSC
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1



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

MTS Systems Corporation (the “Company”) held its virtual annual meeting of shareholders on February 11, 2020 (the “Annual Meeting”). At the Annual Meeting, the shareholders approved a 500,000 share increase in the number of shares authorized under the Company’s 2017 Stock Incentive Plan (the “2017 Plan”) and approved corresponding increases to award limits. The foregoing summary of the amendment to the 2017 Plan is subject to, and qualified in its entirety by, the full text of the amendment to the 2017 Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07
Submission of Matters to a Vote of Security Holders

A total of 17,713,765 shares of the Common Stock, representing approximately 92.5% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by proxy at the Annual Meeting. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting were as follows:

Proposal 1. All of the eight nominees for director were elected to serve until the next annual meeting of shareholders or until their successors are duly elected. The result of the votes to elect the eight directors was as follows:
 
Name
 
For
 
Withheld
 
Broker Non-Votes
David J. Anderson
 
16,453,606
 
63,703
 
1,196,456
Jeffrey A. Graves
 
16,222,245
 
295,064
 
1,196,456
Nancy Altobello
 
16,459,856
 
57,453
 
1,196,456
David D. Johnson
 
16,412,803
 
104,506
 
1,196,456
Randy J. Martinez
 
16,412,333
 
104,976
 
1,196,456
Michael V. Schrock
 
16,311,292
 
206,017
 
1,196,456
Chun Hung (Kenneth) Yu
 
16,357,181
 
160,128
 
1,196,456
Linda Zukauckas
 
16,430,626
 
86,683
 
1,196,456
 
Proposal 2. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending October 3, 2020, was ratified by the votes set forth below:
 
For
 
Against
 
Abstain
17,668,199
 
42,073
 
3,493
 
Proposal 3. The 500,000 share increase in the number of shares authorized under the 2017 Plan was approved by the votes set forth below:
  
For
 
Against
 
Abstain
 
Broker Non-Votes
16,161,512
 
314,800
 
40,997
 
1,196,456

Proposal 4. The compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting was approved on an advisory basis by the votes set forth below:
  
For
 
Against
 
Abstain
 
Broker Non-Votes
16,217,437
 
262,620
 
37,252
 
1,196,456



2



Item 9.01
Financial Statements and Exhibits
(d)
 
Exhibits
10.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)






3



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.
 
 
 
 
MTS SYSTEMS CORPORATION
 
 
 
(Registrant)
 
 
 
 
Date:
February 13, 2020
By:
/s/ BRIAN T. ROSS
 
 
 
Brian T. Ross
 
 
 
Executive Vice President and Chief Financial Officer


4



Exhibit 10.1

FIRST AMENDMENT
MTS SYSTEMS CORPORATION
2017 STOCK INCENTIVE PLAN
This Instrument, amending the 2017 Stock Incentive Plan, is made by MTS Systems Corporation, a Minnesota corporation (the “Company”) and shall be effective as of January 31, 2020, subject to approval of the increase in the number of authorized shares by the shareholders of the Company.
WHEREAS, the Company adopted, effective as of June 6, 2017, the MTS Systems Corporation 2017 Stock Incentive Plan (the “Plan”), which Plan was approved at a meeting of the Company’s shareholders held on that date; and
WHEREAS, Section 12.1 of the Plan reserves to the Compensation and Leadership Committee (the “Committee”) of the Board of the Company the authority to amend the Plan from time to time, subject to the limitations contained in that Section and the Committee desires to amend the Plan to increase the number of Shares available under the Plan by 500,000 Shares;
THEREFORE, the Plan is hereby amended as follows:
1.
The number of Shares that may be issued under the Plan is hereby increased by an additional 500,000 Shares, to an aggregate of 2,000,000 Shares and Section 3.1 is amended to read as follows:
3.1    AGGREGATE SHARES AUTHORIZED.
The aggregate number of Shares that may be issued under the Plan is Two Million (2,000,000) Shares. In addition, Shares subject to awards currently outstanding under the Company’s 2011 Stock Incentive Plan (the 2011 Plan) that are terminated, cancelled, surrendered or forfeited without the delivery of Shares may be reissued at the discretion of the Committee under the Plan. As of June 6, 2017, no further grants are permitted under the 2011 Plan. The aggregate number of Shares described above are subject to adjustment as provided in Section 3.4. Such Shares shall be reserved, to the extent that the Company deems appropriate, from authorized but unissued Shares, and from Shares which have been reacquired by the Company.
2.
Section 3.3(a) of the Plan is amended to read as follows:
(a)
No more than Two Million (2,000,000) Shares may be used for Incentive Stock Options;
3.
Upon approval of this Amendment by the shareholders, the Plan shall be conformed to reflect the changes made by this Amendment.
4.
Except as amended above, the Plan shall remain in full force and effect.
Adopted by the Compensation and Leadership Committee of the Board of Directors on November 11, 2019
Approved by the Shareholders of the Company on February 11, 2020