Current Report — Form 8-K Filing Table of Contents
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(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:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon stock, par value $.01 per share
iFAST
iThe
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
(17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
Emerging
Growth Company
i☐
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. ☐
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On April 24, 2021, Fastenal Company (the 'Company') held its annual meeting of shareholders (the 'Annual Meeting') in a virtual meeting format. As of the record date for the Annual Meeting, there were 574,341,239 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. There were 513,728,008 shares of Common Stock represented in person in a virtual meeting format 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 nine members to serve until the next regular meeting of shareholders or until their successors have been 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
Scott A. Satterlee
397,745,469
59,536,837
500,310
Michael
J. Ancius
435,357,771
21,517,970
906,875
Stephen L. Eastman
448,571,382
8,698,114
513,120
Daniel L. Florness
448,980,153
8,375,335
427,128
Rita
J. Heise
422,961,079
34,420,391
401,146
Hsenghung Sam Hsu
449,212,882
2,539,834
6,029,900
Daniel L. Johnson
448,538,720
8,685,598
558,298
Nicholas
J. Lundquist
445,043,237
12,304,911
434,468
Reyne K. Wisecup
441,354,692
16,018,452
409,472
There were 55,945,392 broker non-votes.
Based on the votes set forth above, all of the foregoing persons
were elected to serve until the next regular meeting of shareholders or until their successors have been elected and qualified.
•Proposal #2 – Ratification of appointment of independent registered public accounting firm for the fiscal year ending December 31, 2021. The voting results were as follows:
For
Against
Abstain
491,951,407
21,348,424
428,177
Based
on the votes set forth above, the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021 was 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 2021 Annual Meeting. The voting results were as follows:
For
Against
Abstain
427,446,956
28,355,240
1,980,420
There
were 55,945,392 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 adopted by our shareholders.
The cover page from the Current Report on Form 8-K formatted in Inline XBRL.
SIGNATURE
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.