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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): May 17, 2017

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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:

¨
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 annual meeting of shareholders of MSA Safety Incorporated was held on May 17, 2017. The following matters were acted upon:

1. Election of Directors

Diane M. Pearse, L. Edward Shaw, Jr. and William M. Lambert were elected to serve until the Annual Meeting in 2020, by the following votes:


Nominee
 

Votes For
 
Votes Withheld
 
Broker Non-Votes
Diane M. Pearse
 
28,731,640
 
919,979
 
6,558,999
L. Edward Shaw, Jr.
 
26,794,998
 
2,856,621
 
6,558,999
William M. Lambert
 
28,947,172
 
704,447
 
6,558,999

Continuing as directors, with terms expiring in 2018, are John T. Ryan III and Thomas H. Witmer. Continuing as directors, with terms expiring in 2019, are Robert A. Bruggeworth, Alvaro Garcia-Tunon and Rebecca B. Roberts.

2. Approval of the Adoption of the Company’s 2017 Non-Employee Directors' Equity Incentive Plan

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
28,841,965
 
763,805
 
45,849
 
6,558,999

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, 2017, by the following votes:

Votes For
 
Votes Against
 
Abstentions
36,037,945
 
127,575
 
45,098

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
29,198,247
 
391,679
 
61,693
 
6,558,999






5. Advisory Vote on Frequency of Votes on Executive Compensation

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

1 Year
 
2 Years
 
3 Years
 
Abstain
 
Broker Non-Votes
25,510,925
 
76,003
 
4,021,655
 
43,036
 
6,558,999

The Company intends to hold the say on pay vote on an annual basis.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits
99.1
MSA Safety Incorporated Press Release dated May 18, 2017, announcing annual meeting results.







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
_________________________________________
Douglas K. McClaine
Senior Vice President, Secretary and
Chief Legal Officer



Date: May 22, 2017








EXHIBIT INDEX

Exhibit No.
 
Description
99.1
  
MSA Safety Incorporated Press Release dated May 18, 2017, announcing annual meeting results.