FAST 12.31.12 8K Voting Results


 
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) April 16, 2013 
 
FASTENAL COMPANY
(Exact name of registrant as specified in its charter)
 
Minnesota
 
1-16125
 
41-0948415
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
2001 Theurer Boulevard
Winona, Minnesota
 
55987-1500
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (507) 454-5374
 
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))
 





Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 16, 2013, Fastenal Company (the "Company") held its annual meeting of shareholders in Winona, Minnesota (the "Annual Meeting"). As of the record date for the Annual Meeting, there were 296,662,531 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. There were 271,311,379 shares of Common Stock represented in person or by proxy at the Annual Meeting; therefore, a quorum was present. The following is a brief summary of each matter voted upon at the Annual Meeting:

•
Proposal #1 – Election of directors. The election of a board of directors consisting of eleven members to serve until the next regular meeting of shareholders or until their successors have been duly elected and qualified. The voting results were as follows:
Names of Directors
 
Total Number of Votes For
 
Total Number of Votes Against
 
Total Number of Votes Abstaining
Robert A. Kierlin
 
229,073,954

 
1,969,535

 
189,317

Stephen M. Slaggie
 
229,170,816

 
1,901,777

 
160,213

Michael M. Gostomski
 
219,544,628

 
11,514,113

 
174,065

Willard D. Oberton
 
229,284,062

 
1,807,642

 
141,102

Michael J. Dolan
 
217,948,769

 
13,091,924

 
192,113

Reyne K. Wisecup
 
228,814,917

 
2,270,872

 
147,017

Hugh L. Miller
 
221,265,425

 
9,674,678

 
292,703

Michael J. Ancius
 
227,787,939

 
3,145,309

 
299,558

Scott A. Satterlee
 
221,239,304

 
9,665,459

 
328,043

Rita J. Heise
 
229,882,723

 
1,056,883

 
293,200

Darren R. Jackson
 
229,893,006

 
1,042,933

 
296,867

There were 40,078,573 broker non-votes.
Based on the votes set forth above, all of the foregoing persons were duly elected to serve until the next regular meeting of shareholders or until their successors have been duly elected and qualified.

•
Proposal #2 – Ratification of appointment of independent registered public accounting firm for the year ending December 31, 2013. The voting results were as follows:
For
 
Against
 
Abstain
260,062,953
 
11,000,943
 
247,483

Based on the votes set forth above, the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013 was duly ratified by our shareholders.

•
Proposal #3 – An advisory vote on a non-binding resolution to approve the compensation of Fastenal’s named executive officers as disclosed in the proxy statement for the 2013 Annual Meeting. The voting results were as follows:

For
 
Against
 
Abstain
225,563,181
 
4,894,670
 
774,955
There were 40,078,573 broker non-votes.
Based on the votes set forth above, the resolution for the approval, on an advisory basis, of the compensation of our named executive officers was duly adopted by our shareholders.
Additional information regarding Fastenal Company is available on the Fastenal Company World Wide Web site at www.fastenal.com. FAST-G





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.
 
 
 
 
 
 
 
 
FASTENAL COMPANY
 
 
 
Date: April 19, 2013
 
 
 
/s/ Daniel L. Florness
 
 
 
 
 
 
 
 
 
Daniel L. Florness
 
 
 
 
Chief Financial Officer