Edgar Filing: H&E Equipment Services, Inc.

H&E Equipment Services, Inc.

Date: May 20, 2014

/s/ Leslie S. Magee

Leslie S. Magee

Chief Financial Officer & Secretary

8-K

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): 05/16/2014

H&E Equipment Services, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-51759

Delaware

81-0553291

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

7500 Pecue Lane

Baton Rouge, LA 70809

(Address of principal executive offices, including zip code)

(225) 298-5200

(Registrant’s telephone number, including area code)

(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:

¨	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.

The 2014 Annual Meeting of Stockholders of H&E Equipment Services, Inc. (the “Company”) was held on May 16, 2014. Matters submitted to the stockholders and voted upon at the meeting, which are more fully described in the Company’s Proxy Statement, which was filed with the Securities and Exchange Commission on March 31, 2014, were (1) election of eight members to the board of directors; (2) ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014; and (3) an advisory vote on Named Executive Officer compensation.

Each of the director nominees set forth below was elected to hold office until his respective successor is duly elected and qualified or until his death, resignation or removal. Stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014. Stockholders, in a non-binding advisory vote, approved the compensation of the Company’s Named Executive Officers as disclosed in the Company’s Proxy Statement.

The table below shows the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each proposal, including a separate tabulation with respect to each nominee for director. There were no broker non-votes for the proposal regarding the ratification of the accounting firm.

(1)	Election of directors


	For		Withheld		Broker Non-Votes
Gary W. Bagley		30,969,328		139,305		2,729,225
John M. Engquist		30,892,311		216,322		2,729,225
Paul N. Arnold		31,052,508		56,125		2,729,225
Bruce C. Bruckmann		28,590,389		2,518,244		2,729,225
Patrick L. Edsell		31,052,508		56,125		2,729,225
Thomas J. Galligan III		31,052,008		56,625		2,729,225
Lawrence C. Karlson		29,279,791		1,828,842		2,729,225
John T. Sawyer		30,985,003		123,630		2,729,225

(2)	Ratification of Appointment of BDO USA, LLP as independent registered public accounting firm for the year ending December 31, 2014.


For	Against		Abstain
33,275,398		553,516		8,944

(3)	Advisory vote on Named Executive Officer compensation as disclosed in the Proxy Statement.


For	Against		Abstain		Broker Non-Votes
30,359,851		720,506		28,276		2,729,225

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.