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COLFAX CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits

May 14, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On May 14, 2014, Colfax Corporation (the "Company") entered into an Incremental Amendment to the Term A-1 facility under its credit agreement, as amended, by and among the Company, Colfax UK Holdings Ltd, the other subsidiaries of the Company party thereto, the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent (the "Incremental Amendment"). Pursuant to the Incremental Amendment, the Company amended the Term A-1 facility under its credit agreement to increase the borrowing capacity of the Term A-1 facility by $150 million to an aggregate of $558.7 million, upon the same terms as the existing Term A-1 facility.

The foregoing description of the Incremental Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Incremental Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 14, 2014, the Company held its 2014 Annual Meeting of Stockholders (the "Annual Meeting"), at which three proposals were submitted to the Company's stockholders. The proposals are described in detail in the Company's Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission (the "SEC") on April 3, 2014 and in the Additional Materials for the Annual Meeting filed with the SEC on April 28, 2014. The final results for each proposal are set forth below.

Proposal 1: Election of Directors

The Company's stockholders elected nine directors to the Company's Board of Directors, to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified. The votes regarding this proposal were as follows:

Votes For Votes Against Abstain Broker non-votes Mitchell P. Rales 100,176,983 1,794,290 79,427 3,232,265 Steven E. Simms 101,266,122 705,151 79,427 3,232,265 Patrick W. Allender 101,165,360 805,213 80,127 3,232,265 Thomas S. Gayner 100,666,758 1,304,510 79,432 3,232,265 Rhonda L. Jordan 101,359,599 610,859 80,242 3,232,265 Clay H. Kiefaber 100,439,736 1,529,677 81,287 3,232,265 San W. Orr, III 100,316,203 1,654,370 80,127 3,232,265 A. Clayton Perfall 101,406,992 546,276 79,432 3,232,265 Rajiv Vinnakota 101,355,465 614,933 80,302 3,232,265



Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. The votes regarding this proposal were as follows:

Votes For Votes Against Abstain Broker non-votes 104,977,895 204,278 100,792 -

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Proposal 3: Advisory Vote On Executive Compensation

The Company's stockholders approved, by non-binding advisory vote, the compensation of the Company's named executive officers. The votes regarding this proposal were as follows:

Votes For Votes Against Abstain Broker non-votes 101,788,519 167,990 94,191 3,232,265



Item 7.01 Regulation FD Disclosure.

Christopher Metz has decided for personal reasons not to join the Company, as previously announced, as a Senior Vice President of Colfax Corporation and President and CEO Colfax Fluid Handling. Steve Simms, President and CEO of Colfax Corporation, will continue as the Acting President of Colfax Fluid Handling during this interim period.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Incremental Amendment, dated May 14, 2014, by and among Colfax Corporation, the other subsidiaries of Colfax Corporation party thereto, the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent.



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Source: Edgar Glimpses