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(Former Name or Former Address, if Changed Since Last Report)
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o
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o
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each
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Name of Each Exchange on Which Registered
N/A
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N/A
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)
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Emerging growth company o
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
1.01
Entry into a Material Definitive Agreement
On May 21, 2019, The Davey Tree Expert Company (“Davey Tree” or the “Company”) entered into a Seventh Amendment (the “Amendment”) to the Receivables Financing Agreement, dated as of May 9, 2016 (the “RFA”), by and among: (i) Davey Tree, as initial Servicer, (ii) Davey Receivables LLC, an Ohio limited liability company, special purpose entity and wholly-owned subsidiary of Davey Tree, as Borrower, and (iii) PNC Bank, National Association, as LC Bank and as Administrative Agent (“PNC”).
The Amendment extends for another year, until May 19, 2020, the scheduled termination
date of the RFA, entered into by and among the parties listed above as part of an accounts receivable securitization program (the “AR Securitization Facility”), which was set to expire May 21, 2019, unless terminated earlier pursuant to the terms of the RFA.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on May 21, 2019 (the “Annual Meeting”). There were 16,146,966 shares represented to vote either in person or by proxy,
which represented a quorum.
Shareholders of the Company voted on one proposal - election of directors - and elected the following nominees named in the Proxy Statement to serve as directors for the term expiring on the date of the Company's 2022 Annual Meeting of Shareholders with the following votes:
Number of Shares
For
Withheld
Broker
Nonvotes
William
J. Ginn
15,768,556
378,410
—
Douglas K. Hall
16,101,307
45,659
—
Alejandra
Evans
16,100,034
46,932
—
Additional Directors whose terms in office as Directors continued after the Annual Meeting were Donald C. Brown, Patrick M. Covey, Sandra W. Harbrecht, Catherine M. Kilbane and Karl J. Warnke.
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.
