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

September 15, 2021

October 14, 2021

Date of Report (Date of earliest event reported)

RAVEN INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)




SD	001-07982		46-0246171
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)

205 East 6th Street, P.O. Box 5107	Sioux Falls,	SD	57117-5107
(Address of principal executive offices)			(Zip Code)

(605) 336-2750

(Registrant's telephone number including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $1 par value

RAVN

NASDAQ

Global Select Market

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


						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. o

Item 5.0702. ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Set~~As ~~forth~~previously ~~below~~announced, ~~are~~on ~~the~~June ~~final~~20, ~~voting~~2021, ~~results~~Raven ~~for~~Industries, ~~each~~Inc. of(“Raven”), ~~the~~entered ~~proposals~~into ~~submitted~~an toAgreement aand ~~vote~~Plan of ~~the~~Merger ~~shareholders~~with ofCNH ~~Raven~~Industrial ~~Industries~~N.V., ~~Inc.~~a Netherlands public limited liability company (~~the~~“CNH ~~"Company"~~Industrial”), ~~"Raven"~~and orCNH ~~"we")~~Industrial atSouth ~~the~~Dakota, ~~2021~~Inc., ~~Special~~a ~~Meeting~~South ~~held~~Dakota oncorporation ~~September~~and ~~15,~~wholly ~~2021:~~owned subsidiary of CNH Industrial.

						Votes For						Votes Against						Abstentions
1.			A proposal to approve the Agreement and Plan of Merger (the “Merger Agreement”) dated June 20, 2021, by and among Raven, CNH Industrial N.V., a Netherlands public limited liability company (“CNH Industrial”), and CNH Industrial South Dakota, Inc., a South Dakota corporation and wholly owned subsidiary of CNH Industrial (“Merger Subsidiary”), pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Merger Subsidiary will merge with and into Raven (the “Merger”), with Raven surviving the Merger as a wholly owned subsidiary of CNH Industrial;			25,599,495.000						138,204.000						21,676.000

Pending the successful completion of the transaction, Mr. Rykhus has provided notice of his retirement from Raven Industries. Mr. Rykhus has served as the President and Chief Executive Officer of Raven for the past 11 years and held other significant leadership roles during his 31 years with Raven. Mr. Rykhus plans on joining CNH Industrial as an Executive Strategic Advisor helping the CNH Industrial executives and Raven leaders build a successful combined company. In this new role Mr. Rykhus will report to Mr. Wine, CNH Industrial Chief Executive Officer.

						Votes For						Votes Against						Abstentions
2.			A proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Raven to its named executive officers that is based on or otherwise relates to the Merger; and			8,493,776.000						17,035,992.000						229,607.000

Additionally, Mr. Brazones has provided notice of his intent to terminate his employment from Raven Industries pending the successful completion of the transaction. Mr. Brazones has served as the Division Vice President and General Manager of the Applied Technology Division for the previous year and the Vice President and Chief Financial Officer for 6 years prior to his current position. In the unlikely event that the transaction does not successfully reach completion, Mr. Brazones will continue his employment as the Division Vice President and General Manager of the Applied Technology Division.

						Votes For						Votes Against						Abstentions
3.			A proposal to approve an adjournment of the special meeting, including if necessary to solicit additional proxies in favor of the proposal to approve the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve the Merger Agreement.			23,677,378.000						2,014,195.000						67,802.000

Based upon the submission of proxies and ballots, a majority of the shares of Raven common stock issued and outstanding and entitled to vote at the close of business on the record date were present at the special meeting by proxy or by attendance via the virtual meeting website, which constituted a quorum. Proposal 1 to approve the Merger Agreement was approved by the required vote. Proposal 2 regarding the non-binding advisory vote on executive compensation related to the Merger was not approved by the required vote. Proposal 3 regarding adjournment of the special meeting (if necessary) was approved by the required vote.

Item 9.01. Financial Statements and Exhibits

ExhibitNo.						Description
99.1						Raven Industries, Inc. press release dated September 15, 2021
104						Cover page Interactive Data File (embedded within the Inline XBRL document)

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.

RAVEN INDUSTRIES, INC. /s/~~Lee~~ A.Taimur ~~Magnuson~~Sharih ~~Lee~~Taimur A.Sharih ~~Magnuson~~Vice ~~General~~President ~~Counsel~~and &Chief ~~Vice~~Financial ~~President,~~Officer(Principal ~~Corporate~~Financial ~~Secretary~~and Accounting Officer)

Dated: ~~September~~October 1714, 2021

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