DMC Global Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$BOOM
Industrial Specialties
Industrials
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 14, 2025
(Exact Name of Registrant as Specified in its Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||||||||||||||||||||
(Address of Principal Executive Offices, Including Zip Code)
(303 ) 665-5700
(Registrant’s Telephone Number, Including Area Code)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||||||||||||||||||||||||||||||||||||||
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).
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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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
DMC Global Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2025. At the Annual Meeting, the Company’s stockholders approved the DMC Global Inc. 2025 Omnibus Incentive Plan (the “Plan”), as described in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 1, 2025 (the “Proxy Statement”). The Plan was previously approved by the Company’s Board of Directors (the “Board”), subject to stockholder approval, based upon the recommendation of the Compensation Committee of the Board.
A summary of the material terms of the Plan is set forth in the Proxy Statement. The summary and foregoing description of the Plan are qualified in their entirety by reference to the full text of the Plan, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on May 14, 2025. At the Annual Meeting, the stockholders of the Company (i) elected the four persons listed below under “Proposal 1” to serve as directors of the Company until the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”); (ii) approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers; (iii) approved the Plan; (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and (v) elected Clifton Peter Rose to serve as a director of the Company until the 2026 Annual Meeting.
There were 20,550,530 shares of Common Stock outstanding as of March 20, 2025, the record date for the Annual Meeting. At the Annual Meeting, holders of a total of 18,372,163 shares of Common Stock were present in person or represented by proxy. The final voting results are reported below.
Proposal 1: The stockholders elected each of the four nominees to the Board to serve until the 2026 Annual Meeting based on the following vote:
| Name | For | Withheld | Broker Non-Votes | |||||||||||||||||
| James O'Leary | 11,411,025 | 1,338,392 | 5,622,746 | |||||||||||||||||
| Ruth I. Dreessen | 11,010,829 | 1,738,588 | 5,622,746 | |||||||||||||||||
| Michael A. Kelly | 10,830,023 | 1,919,394 | 5,622,746 | |||||||||||||||||
| Ouma Sananikone | 9,645,441 | 3,103,976 | 5,622,746 | |||||||||||||||||
Proposal 2: The non-binding advisory vote concerning the compensation of the Company's named executive officers (the “say-on-pay vote”) was approved based on the following vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 10,313,613 | 1,792,090 | 643,714 | 5,622,746 | |||||||||||||||||
Proposal 3: The stockholders approved the Plan based on the following vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 10,902,499 | 1,806,785 | 40,133 | 5,622,746 | |||||||||||||||||
Proposal 4: The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 based on the following vote:
| For | Against | Abstain | ||||||||||||
| 17,725,742 | 281,879 | 364,542 | ||||||||||||
Proposal 5: The stockholders elected Clifton Peter Rose to the Board to serve until the 2026 Annual Meeting based on the following vote:
| For | Withheld | Broker Non-Votes | ||||||||||||
| 10,215,227 | 1,376,988 | 6,779,948 | ||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||||||||||||||
| 10.1 | ||||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||||||||||||
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.
DMC Global Inc. | ||||||||||||||||||||||||||
| Dated: | May 19, 2025 | By: | /s/ Eric V. Walter | |||||||||||||||||||||||
| Name: Eric V. Walter | ||||||||||||||||||||||||||
| Title: Chief Financial Officer | ||||||||||||||||||||||||||