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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 the earliest event reported)

May 24, 2017

CompX International Inc.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code

(972) 448-1400

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 (see General Instruction A.2):

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 24, 2017, the registrant's board of directors elected Scott C. James as the registrant's president and chief executive officer.  Mr. James was formerly the registrant's president and chief operating officer.   David A. Bowers was formerly the registrant's chief executive officer, and Mr. Bowers continues to serve as the registrant's vice chairman of the board.

Scott C. James, age 51, served as the registrant's president and chief operating officer from 2014 to May 2017, and has served as president of both of the registrant's divisions, CompX Security Products and CompX Marine, since 2002 and 2005, respectively.  He served as the registrant's vice president from 2002 to 2014.  Since 1992, Mr. James has served in various sales, marketing and executive positions with the registrant's security products operations.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The registrant held its 2017 annual meeting of stockholders on May 24, 2017.  At the close of business on the record date for the annual meeting 2,419,107 shares of the registrant's class A common stock and 10,000,000 shares of the registrant's class B common stock were issued and outstanding and eligible to vote at the meeting.  Each share of the registrant's class A common stock entitles its holder to one vote.  Each share of the registrant's class B common stock entitles its holder to ten votes with respect to the election of directors and one vote on all other matters.

At the 2017 annual meeting, the registrant's stockholders voted on the three proposals described in detail in the registrant's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 13, 2017.  Stockholders present at the 2017 annual meeting, either in person or by proxy, represented 97.6% of the 12,419,107 votes eligible at the meeting to vote on all matters other than the election of directors and 99.7% of the 102,419,107 votes eligible at the meeting for the election of each director nominee.

The registrant's stockholders elected Thomas E. Barry, David A. Bowers, Loretta J. Feehan, Elisabeth C. Fisher, Robert D. Graham, Ann Manix, Cecil H. Moore, Jr. and Mary A. Tidlund as directors.  Each director nominee received votes "For" his or her election from at least 99.1% of the eligible votes for the election of each director.

The registrant's stockholders adopted a resolution, on a nonbinding advisory basis, approving the compensation of the registrant's named executive officers as described in the registrant's 2017 proxy statement.  The resolution received the approval from 94.2% of the eligible votes for this proposal at the annual meeting.

Proposal 3:  Say-When-on-Pay, Nonbinding Advisory Vote on the Preferred Frequency of Executive Compensation Votes

The registrant's stockholders voted, on a nonbinding advisory basis, on the preferred frequency of every year, every other year or every third year for future advisory votes on the named executive officer compensation as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission.  An annual vote on such named executive officer compensation received the vote of 95.4% of the eligible votes for this proposal at the annual meeting.  In light of the results of this nonbinding advisory vote, the registrant currently intends in the future to hold an annual nonbinding advisory vote on such named executive officer compensation.

Item 7.01

Regulation FD Disclosure.

The registrant hereby furnishes the information set forth in its press release issued on May 24, 2017, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.  The information the registrant furnishes in this report under this Item 7.01, and the exhibit in Item 9.01, is not deemed "filed" for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.  Registration statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Item 9.01

Financial Statements and Exhibits.

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 hereunto duly authorized.

 

INDEX TO EXHIBITS

FOR IMMEDIATE RELEASE:	CONTACT:
CompX International Inc.	David A. Bowers
Three Lincoln Centre	Vice Chairman of the Board
5430 LBJ Freeway, Suite 1700	Tel.: 864-286-1122
Dallas, Texas  75240

COMPX ANNOUNCES REGULAR QUARTERLY DIVIDEND

AND

RESULTS OF THE ANNUAL STOCKHOLDER MEETING

DALLAS, TEXAS . . . May 24, 2017 . . . CompX International Inc. (NYSE MKT:  CIX) announced today that its board of directors has declared CompX's regular quarterly dividend of five cents ($0.05) per share on its class A and class B common stock, payable on June 13, 2017 to stockholders of record at the close of business on June 6, 2017.

CompX also announced that at its annual stockholder meeting held on May 24, 2017 its stockholders:

·	elected each of Thomas E. Barry, David A. Bowers, Loretta J. Feehan, Elisabeth C. Fisher, Robert D. Graham, Ann Manix, Cecil H. Moore, Jr. and Mary A. Tidlund as a director for a one year term;

·	adopted a resolution that approved, on a nonbinding advisory basis, the compensation of its named executive officers as disclosed in the proxy statement for the 2017 annual stockholder meeting; and

·	approved, on a nonbinding advisory basis, an annual nonbinding advisory vote on named executive officer compensation as such compensation is disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission.

CompX is a leading manufacturer of security products and recreational marine components.