Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2018

MSA SAFETY INCORPORATED

(Exact name of registrant as specified in its charter)

Pennsylvania	1-15579	46-4914539
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

1000 Cranberry Woods Drive Cranberry Township, PA	16066
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 724-776-8600

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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. ☐

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Item 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The annual meeting of shareholders of MSA Safety Incorporated was held on May 15, 2018. The following matters were acted upon:

1 and 2. Election of Directors

Thomas W. Giacomini, Sandra Phillips Rogers and John T. Ryan, III were elected to serve until the Annual Meeting in 2021, by the following votes:

Nominee		Votes For		Votes Withheld		Broker Non-Votes
Thomas W. Giacomini		30,426,373		32,689		5,468,551
Sandra Phillips Rogers		30,412,683		46,379		5,468,551
John T. Ryan, III		17,569,959		12,889,103		5,468,551

Nishan J. Vartanian was elected to serve until the Annual Meeting in 2020, by the following votes:

Nominee		Votes For		Votes Withheld		Broker Non-Votes
Nishan J. Vartanian		26,648,327		3,810,735		5,468,551

Continuing as directors, with terms expiring in 2019, are Robert A. Bruggeworth, Alvaro Garcia-Tunon and Rebecca B. Roberts. Continuing as directors, with terms expiring in 2020, are Diane M. Pearse, L. Edward Shaw, Jr. and William M. Lambert.

3. Selection of Independent Registered Public Accounting Firm

Ernst & Young LLP was selected as the independent registered public accounting firm for the year ending December 31, 2018, by the following votes:

Votes For		Votes Against		Abstentions
35,816,137		12,816		98,660

4. Advisory Vote on Executive Compensation

The results of the advisory vote on the executive compensation of the Company’s named executive officers were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
30,057,146		238,786		163,130		5,468,551

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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 thereunto duly authorized.

MSA SAFETY INCORPORATED

(Registrant)

By    /s/ Douglas K. McClaine

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Douglas K. McClaine

Senior Vice President, Secretary and

Chief Legal Officer

Date: May 16, 2018