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.
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.
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.
Comment from the Company's Chairman of the Board
Mr. Stone, PMFG's Chairman of the Board said, "The actions taken by the Board of Directors reflect the results of careful consideration of feedback and insight obtained from the Company's stockholders and independent shareholder service organizations. We believe these changes are in the best long-term interest of the Company and demonstrate the Board's commitment to align the Company's programs and policies with the interests of its stockholders."
PMFG is a leading provider of custom-engineered systems and products designed to help ensure that the delivery of energy is safe, efficient and clean. PMFG primarily serves the markets for power generation, natural gas infrastructure and petrochemical processing. Headquartered in Dallas, Texas, PMFG markets its systems and products worldwide.
Safe Harbor Under The Private Securities Litigation Reform Act of 1995
Certain statements contained in this press release that are not historical facts are forward-looking statements that involve a number of known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements. The words "anticipate," "expect," "believe," "intend" and similar expressions identify forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for such forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. These risks and uncertainties include the Company's ability to raise additional capital and to execute its plans and strategies. Other important information regarding factors that may affect the Company's future performance is included in the public reports that the Company files with the SEC, including the information under Item 1A. "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2012. The Company undertakes no obligation to revise any forward-looking statements or to update them to reflect events or circumstances occurring after the date of this release, or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The inclusion of any statement in this release does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.
CONTACT: Mr. Peter J. Burlage, Chief Executive Officer Mr. Ronald L. McCrummen, Chief Financial Officer PMFG, Inc. 14651 North Dallas Parkway, Suite 500 Dallas, Texas 75254 Phone: (214) 357-6181 Fax: (214) 351-4172 www.peerlessmfg.com or Mr. Shawn Severson The Blueshirt Group Phone: (415) 489-2198 Email: email@example.comSource:PMFG, Inc.