UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 14, 2013
| Hurco Companies, Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Indiana |
| (State or Other Jurisdiction of Incorporation) |
| 0-9143 | 35-1150732 |
| (Commission File Number) | (IRS Employer Identification No.) |
| One Technology Way | |
| Indianapolis, Indiana | 46268 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (317) 293-5309 |
| (Registrant's Telephone Number, Including Area Code) |
| 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 (see General Instruction A.2. below):
¨ 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 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers. |
Effective March 14, 2013, the Board of Directors of the Company appointed Gregory S. Volovic to the office of President. Mr. Volovic had been the Executive Vice President of Technology, Operations, and North American Sales/Service. Mr. Volovic will assume the responsibilities of President previously performed by Mr. Doar. Mr. Doar will continue to serve as the Company's Chief Executive Officer and Chairman of the Board. Mr. Volovic's compensation arrangements, as described in the proxy statement for the Company's 2013 annual meeting of shareholders, were not changed as a result of his appointment to the office of President.
A copy of a press release issued by the Company with respect to the foregoing management change is filed as an exhibit to this report and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company held its Annual Meeting of Shareholders on March 14, 2013. The shareholders:
| · | elected all eight of the Company's nominees for director to serve until the next Annual Meeting of Shareholders; |
| · | approved, on an advisory basis, the compensation for the Company's named executive officers as disclosed in the proxy statement; |
| · | re-approved the Hurco Companies, Inc. 2008 Equity Incentive Plan; and |
| · | appointed Ernst & Young LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2013. |
Shares were voted on these proposals as follows:
Election of Directors: |
Number of Votes FOR |
Number of Votes WITHHELD |
Votes |
Abstentions |
| Robert W. Cruickshank | 5,044,154 | 103,309 | 878,399 | -- |
| Michael Doar | 5,087,482 | 59,981 | 878,399 | -- |
| Philip James | 5,054,168 | 93,295 | 878,399 | -- |
| Michael P. Mazza | 5,057,229 | 90,234 | 878,399 | -- |
| Andrew Niner | 5,109,026 | 38,437 | 878,399 | -- |
| Richard Porter | 5,105,986 | 41,477 | 878,399 | -- |
| Janaki Sivanesan | 5,107,037 | 40,426 | 878,399 | -- |
| Ronald Strackbein | 5,107,177 | 40,286 | 878,399 | -- |
|
|
For |
Against |
Non- Votes |
Abstentions |
| Advisory vote to approve executive compensation: | 3,128,340 | 1,995,137 | 878,399 | 23,986 |
|
|
For |
Against |
Non- Votes |
Abstentions |
| Re-approve the Hurco Companies, Inc. 2008 Equity Incentive Plan: | 4,805,268 | 337,041 | 878,399 | 5,154 |
|
|
For |
Against |
Non- Votes |
Abstentions |
| Appointment of public accounting firm: | 6,002,355 | 17,279 | -- | 6,228 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press Release dated March 15, 2013. |
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.
| Dated: March 15, 2013 | |||
| HURCO COMPANIES, INC. | |||
| By: | /s/ John G. Oblazney | ||
| John G. Oblazney, Vice President, Secretary, and Chief Financial Officer | |||
FOR IMMEDIATE RELEASE
FRIDAY, MARCH 15, 2013
Hurco Names GREGORY S. VOLOVIC PRESIDENT
INDIANAPOLIS, INDIANA – March 15, 2013 – Hurco Companies, Inc. (NASDAQ Global Market: HURC)
Hurco Companies, Inc., based in Indianapolis, Indiana announced today the promotion of Gregory S. Volovic to President. This decision was approved by Hurco’s Board of Director’s on March 14, 2013. Most recently Mr. Volovic served as Executive Vice President of Technology, Operations, and North American Sales/Service.
Mr. Volovic has been with Hurco Companies, Inc. since March 2005. His vision and entrepreneurial mind are a driving force in strategic innovation and developing new products and technologies. Mr. Volovic has also played a vital role in our global growth. With 27 years of experience, Mr. Volovic’s professional background is very broad and includes managing multiple disciplines including machine design, operations, and sales.
“Greg’s appointment is an important step forward for the future of Hurco” said Michael Doar, Chairman and Chief Executive Officer. “He has played a vital role in the company’s recent growth and global expansion; he has proven himself to be a visionary leader with the ability to navigate Hurco towards the exciting goals we look to achieve in the coming years.”
Prior to joining Hurco Companies Inc., Mr. Volovic worked at Thomson, Inc. in Indianapolis. He holds a Bachelor of Science Degree in Electrical Engineering, a Master of Science Degree in Computer Science, and an MBA.
Hurco Companies, Inc. is an industrial technology company that designs and produces interactive computer controls, software and computerized machine tools for the worldwide metal cutting and metal forming industry. The end market for the Company's products consists primarily of independent job shops and short-run manufacturing operations within large corporations in industries such as aerospace, defense, medical equipment, energy, transportation and computer equipment. The Company is based in Indianapolis, Indiana, with manufacturing operations in Taiwan and China, and sells its products through direct and indirect sales forces throughout North America, Europe, and Asia. The Company has sales, application engineering support and service subsidiaries in China, England, France, Germany, India, Italy, Poland, Singapore, South Africa and the United States of America. Web Site: www.hurco.com
| Contact: | John G. Oblazney |
| Vice President & Chief Financial Officer | |
| 317-293-5309 |