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TMCNet:  AEP INDUSTRIES INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Other Events

[April 11, 2014]

AEP INDUSTRIES INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Other Events

(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.07 Submission of Matters to a Vote of Security Holders At the annual meeting of stockholders of AEP Industries Inc. (the "Company") on April 8, 2014, stockholders elected the two Class A director nominees to the Company's Board of Directors (the "Board") to serve three-year terms, ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2014, and approved (on an advisory basis) the compensation of the Company's named executive officers.


For Proposal 1, the two nominees receiving the most votes cast were elected as directors. Proposals 2 and 3 required the affirmative vote of the holders of a majority of shares entitled to vote and present at the meeting. The Proposals are described in detail in the Company's definitive proxy statement filed on February 21, 2014 with the Securities and Exchange Commission.

The results of the voting are shown below.

Proposal 1-Election of Directors Class A Nominees Votes For Votes Withheld Broker Non-Votes Ira M. Belsky 2,442,821 798,044 560,255 John J. Powers 2,386,380 854,485 560,255 Proposal 2-Ratification of Appointment of Independent Registered Public Accounting Firm Votes For Votes Against Votes Abstain 3,795,878 4,636 606 Proposal 3-Advisory Vote on Named Executive Officer Compensation Votes For Votes Against Votes Abstain Broker Non-Votes 3,186,581 7,991 46,227 560,321 Item 8.01. Other Events.

On April 8, 2014, the Company's Board authorized an increase to the Company's current stock repurchase program. The Board approved an increase to the February 2014 Stock Repurchase Program, which had approximately $9.1 million remaining available for repurchases, to $19.1 million (an increase of $10.0 million).

Repurchases may be made in the open market, in privately negotiated transactions or by other means, from time to time, subject to market conditions, applicable legal requirements and other factors, including the limitations set forth in the Company's debt covenants. The program does not obligate the Company to acquire any particular amount of common stock and the program may be suspended at any time at the Company's discretion.

Also on April 8, 2014, the Board voted to decrease the size of the Board from nine to eight directors.

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