This Day On The Street
Continue to site
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here

PMFG, Inc. (Parent Of Peerless Mfg. Co.) Announces Changes In Corporate Governance And Executive Compensation-Related Practices

DALLAS, May 13, 2013 (GLOBE NEWSWIRE) -- PMFG, Inc. (the "Company") (Nasdaq:PMFG) today announced that its Board of Directors (the "Board") has or will implement several changes in the Company's governance and executive compensation-related practices. The changes resulted from the Board's evaluation of recent input from certain of the Company's stockholders, as well as various shareholder service organizations.

Governance-Related Matters

Effective May 8, 2013, Mr. Sherrill Stone, Chairman of the Board, ceased to be a member of the Company's Audit, Compensation, and Nominating and Corporate Governance Committees. Mr. Stone voluntarily resigned from the standing committees to address concerns raised by Institutional Shareholder Services, which designated him as an "Affiliated Outside Director" due to his former role as the Company's Chief Executive Officer.  Mr. Stone will retain his role as Chairman of the Board and will continue to serve as a member of the Board.

The Board adopted a director resignation policy, under which a Board nominee receiving "For" votes of less than 50 percent of the votes cast in an uncontested election will be required to tender his or her resignation to the Board for consideration. The Board has the discretion to decline to accept such resignation and request that the director fulfill his or her Board term. In such event the Board would be required to disclose the reasons for such actions.

Compensation-Related Matters

The Board, upon the recommendation of the Compensation Committee, agreed to make certain prospective changes to its executive compensation programs and practices intended to improve the alignment between the compensation practices and guidelines of the Company's executive officers and the interests of the stockholders. The changes include (i) double-trigger change of control provisions for stock awards; (ii) holding requirements for Company stock obtained under long-term incentive compensation plans; (iii) prohibiting hedging transactions; (iv) discouraging pledging of Company stock; (v) elimination of tax gross ups from all future employment agreements; and (vi) "clawback" policy addressing the recovery of certain incentive compensation following a restatement of the Company's financial statements.

1 of 2

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Real Money

More than 30 investing pros with skin in the game give you actionable insight and investment ideas.

Product Features:
  • Access to Jim Cramer's daily blog
  • Intraday commentary and news
  • Real-time trading forums
Only $49.95
14-Days Free
14-Days Free
AAPL $93.99 0.00%
FB $102.01 0.00%
GOOG $682.40 0.00%
TSLA $151.04 0.00%
YHOO $27.04 0.00%


Chart of I:DJI
DOW 15,973.84 +313.66 2.00%
S&P 500 1,864.78 +35.70 1.95%
NASDAQ 4,337.5120 +70.6750 1.66%

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs