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 1622, 2018

Hardinge Inc.

(Exact Name of Registrant as Specified in its Charter)

New York		000-15760		16-0470200
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Hardinge Drive

Elmira, New York 14903

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (607) 734-2281

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17-CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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 15.~~01.~~07 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

AsOn ~~previously disclosed, on February~~May 1222, 2018, Hardinge Inc., a(the ~~New~~“Company”) ~~York~~held ~~corporation~~a ~~(“Hardinge”~~special ormeeting of shareholders (the “~~Company~~Special Meeting”), ~~entered~~to ~~into~~consider ancertain proposals related to the Agreement and Plan of Merger, dated as of February 12, 2018 (the “Merger Agreement”), by and among the Company, Hardinge Holdings, LLC, a Delaware limited liability company (“Parent”), and Hardinge Merger Sub, Inc., a New York corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), ~~pursuant~~which provides, among other things and subject to ~~which~~the ~~Acquisition~~terms and conditions set forth therein, that Merger Sub ~~would~~will ~~merge~~be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. ~~Parent and Acquisition Sub are beneficially owned by affiliates of Privet Fund Management LLC and Privet Fund LP (collectively, “Privet” or the “Sponsor Entities”).~~

~~The~~As ~~Merger~~of ~~Agreement provides~~April 16, ~~among other things~~2018, ~~that at~~ the ~~effective~~record ~~time~~date offor the ~~Merger~~Special ~~(the “Effective Time”)~~Meeting, ~~(1) all~~there ~~vested~~were ~~and~~12,966,986 ~~unvested options to acquire~~ shares of the Company’s common stock, par value $0.01, ofper ~~Hardinge~~share (the “~~Company Common Stock~~Shares”), ~~will~~outstanding, beeach ~~cancelled~~of ~~and~~which ~~the~~was ~~holders will be~~ entitled to ~~receive~~one ~~the~~vote ~~excess~~for ~~(if~~each ~~any)~~proposal ofat ~~$18.50 per share in cash (~~the ~~“Merger~~Special ~~Consideration”)~~Meeting. At ~~over~~ the ~~exercise~~Special ~~price~~Meeting, ~~per~~a ~~share~~total ~~for each share~~ of ~~Company Common Stock underlying such options~~10,297,360 ~~less applicable withholding taxes~~Shares, ~~and~~representing ~~(2) all~~approximately ~~vested~~79.41% ~~and unvested stock units and all restricted stock awards~~ of the ~~Company~~outstanding ~~will~~shares ~~be cancelled and the holders will be~~ entitled to ~~receive~~vote, ~~the~~were ~~Merger~~present ~~Consideration~~ in ~~respect~~person ofor ~~each~~by ~~share of Company Common Stock subject to the award~~proxy, ~~less~~constituting ~~applicable~~a ~~withholding~~quorum ~~taxes. With respect~~ to ~~any~~conduct ~~performance-vesting stock options and stock units of the Company, performance will be deemed satisfied at closing at the greater of the target level and actual performance~~business.

AsAt ~~previously disclosed in~~ the ~~definitive~~Special ~~proxy statement filed by the Company on April 16~~Meeting, ~~2018, Parent expects to offer certain members of Hardinge management~~ the ~~opportunity~~following toproposals ~~exchange~~were some or all of their outstanding equity awards and/or their common stock in the Company for equity awards and/or equity in Parent and/or to invest additional capital in Parent concurrently with the closing of the Merger, in each case in an amount that is not expected to be material. However, while this process has begun, Parent and members of management have not yet finalized any such arrangements.considered:

On May 16, 2018, the Company, Parent and Acquisition Sub entered into Amendment No. 1 to the Merger Agreement which amends the provisions of the Merger Agreement addressing the treatment of options to acquire Company Common Stock, stock units and restricted stock awards (~~collectively, “Hardinge Equity Awards”~~1) ~~to allow for~~ the ~~treatment~~approval of the ~~Hardinge~~adoption ~~Equity Awards held by those certain members~~ of ~~Hardinge management who have been or will be offered~~ the opportunity to agree with Parent or one of its affiliates to receive equity awards in Parent or one of its affiliates at the Effective Time, in lieu of receiving a cash payment in respect of their cancelled Hardinge Equity Awards as described above. In the event that those certain members of Hardinge management accept such offer from Parent, such members of management would retain a direct or indirect financial interest in the Company following the Effective Time. As described above, at the Effective Time, all other holders of Hardinge Equity Awards will have their Hardinge Equity Awards cancelled in exchange for the right to receive the cash amounts provided for in the Merger Agreement ~~in respect of such awards.~~;

~~The~~(2) the ~~foregoing~~approval ~~description~~ of the ~~Merger,~~adjournment of the ~~Merger~~Special ~~Agreement~~Meeting, ~~and~~if ~~Amendment~~necessary ~~No. 1~~or ~~does~~appropriate, ~~not~~including ~~purport~~ to besolicit ~~complete~~additional ~~and~~proxies isif ~~subject~~there ~~to,~~are ~~and~~insufficient ~~qualified~~votes inat ~~its entirety by,~~ the ~~full~~time ~~text~~ of the ~~Merger~~Special ~~Agreement~~Meeting ~~and Amendment No. 1, copies of which are attached as Exhibit 2.1~~ to approve the ~~Current~~proposal ~~Report on Form 8-K filed by Hardinge on February 13, 2018 and Exhibit 2.1 hereto, respectively, and are incorporated herein by reference. Amendment No. 1 has been attached~~ to ~~provide~~adopt ~~shareholders~~the ~~with~~Merger ~~information~~Agreement ~~regarding~~or ~~its~~in ~~terms.~~the Itabsence isof ~~not~~a ~~intended~~quorum; ~~to provide any other factual information about the Company.~~and

~~Item~~(3) the ~~9.01.~~approval, ~~Financial~~on ~~Statements~~an ~~and~~advisory ~~Exhibits~~(nonbinding) basis, of certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger.

~~(d) Exhibits.~~Each of the three proposals was approved by the requisite vote of the Company’s shareholders. The ~~following~~final ~~exhibits~~voting results for each proposal are ~~being~~described below. For more information on each of these proposals, see the Company’s definitive proxy statement filed ~~herewith:~~with the U.S. Securities and Exchange Commission on April 16, 2018.

Exhibit No.		Description
2.1		Amendment No. 1, dated as of May 16, 2018, to the Agreement and Plan of Merger, dated as of February 12, 2018, by and among Hardinge Inc., Hardinge Holdings, LLC and Hardinge Merger Sub, Inc.

1. Proposal to adopt the Merger Agreement:

* * *

For		Against		Abstain		Broker Non-Votes
10,163,147		111,672		22,541		N/A

2. Proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement or in the absence of a quorum:

Important Additional Information and Where to Find It

For		Against		Abstain		Broker Non-Votes
9,886,516		389,814		21,030		N/A

~~The~~3. Proposal ~~Company~~to ~~filed~~approve, ~~with~~on ~~the~~an ~~Securities~~advisory ~~and Exchange Commission~~ (~~“SEC”~~non-binding) ~~a definitive proxy statement of the Company on April 16~~basis, ~~2018.~~certain ~~The~~compensation ~~Company~~that ~~has~~may ~~also~~be ~~filed~~paid ~~other~~or ~~documents~~become ~~with~~payable ~~the~~to ~~SEC regarding~~ the proposed transaction. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Shareholders can obtain free copies of the proxy statement and other documents containing important information about the Company ~~and Privet through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company are also available free of charge on the Company~~’s ~~website~~named atexecutive ~~www.hardinge.com~~officers ~~and~~in ~~clicking~~connection onwith ~~“Investor Relations” or by contacting~~ the ~~Company’s Investor Relations Department at (716) 843-3908.~~Merger:

~~Participants in the Solicitation~~2

The Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in its annual report on Form 10-K, which was filed with the SEC on March 9, 2018. This document can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement and other relevant materials that have been filed with the SEC.

For		Against		Abstain		Broker Non-Votes
9,657,093		443,474		196,793		N/A

~~Forward~~Item ~~Looking~~8.01 ~~Statements~~Other Events.

~~This~~On ~~communication contains forward-looking statements (within the meaning of Section~~May ~~27A~~22, of2018, the ~~Securities~~Company ~~Act~~issued ofa ~~1933,~~press asrelease ~~amended,~~regarding ~~and~~shareholder ~~Section 21E~~approval of the ~~Securities~~Merger ~~Exchange~~Agreement ~~Act~~and ~~of 1934, as amended)~~ that ~~involve~~the ~~risks~~Closing ~~and~~of ~~uncertainties~~the ~~concerning~~Merger ~~Hardinge’s~~is expected ~~financial~~to ~~performance~~occur ~~and its strategic and operational plans. Such statements are based~~ on ~~management’s~~or ~~current~~about ~~expectations~~May 25, ~~assumptions~~2018, ~~estimates,~~subject ~~and projections, as well as information currently available~~ to ~~Hardinge,~~customary ~~which~~closing ~~involve risks and uncertainties~~conditions. A ~~Any~~copy ~~statements that are not statements~~ of ~~historical~~the ~~fact~~press orrelease ~~that~~is ~~are~~filed ~~about~~as ~~future~~Exhibit 99.1 ~~events may be deemed~~ to bethis ~~forward-looking~~Current ~~statements.~~Report ~~For~~on example, words such as “may,” “will,” “should,” “estimates,” “predicts,” “potential,” “continue,” “strategy,” “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions are intended to identify forwardForm 8-~~looking~~K ~~statements. The actual results or outcomes~~ and ~~the~~incorporated ~~timing~~herein ofby ~~certain events may differ significantly from those discussed in any forward-looking statements~~reference.

~~Certain~~Item factors could cause actual results to differ from those anticipated in the forward-looking statements in this release, including the possibility that the proposed transaction is delayed or does not close, including due to the failure to receive required shareholder approval, the taking of governmental action (including the passage of legislation) to block the transaction, the failure of Privet to obtain the equity and debt financing or other funds required to finance the transaction, or the failure of other closing conditions, the possibility that the expected financial impacts will not be realized, or will not be realized within the expected time period, including as a result of fluctuations in the machine tool business, the cyclical nature of our markets, changes in general economic conditions in the U9.S.01 orFinancial ~~internationally,~~Statements ~~the mix of products sold~~ and the profit margins thereon, the relative success of our entry into new product and geographic markets, our ability to manage our operating costs and announced cost reduction initiatives, product liability claims, work stoppages or other labor issues, our ability to execute on our previously announcedExhibits.

3(d) Exhibits

real estate sale and other restructuring activities, actions taken by customers such as order cancellations or reduced bookings by customers or distributors, competitors’ actions such as price discounting or new product introductions, governmental regulations and environmental matters, loss of key management or other personnel, failure of operating equipment or information technology infrastructure, changes in the availability and cost of materials and supplies, the implementation of new technologies and currency fluctuations, and other risks and factors described in our quarterly reports on Form 10-Q, annual reports on Form 10-K, definitive proxy statement and in our other filings with the SEC or in materials incorporated therein by reference.

Exhibit No.		Description of Exhibit

99.1		Press Release, dated May 22, 2018.

~~We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.~~3

4EXHIBIT INDEX

SIGNATURES

Exhibit No.		Description of Exhibit

99.1		Press Release, dated May 22, 2018.

~~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.~~4

	HARDINGE, INC.
Date: May 16, 2018	By:	/s/ B. Christopher DiSantis
	Name:	B. Christopher DiSantis
	Title:	Chairman of the Board of Directors

SIGNATURES

5Pursuant 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.

	HARDINGE, INC.


Date: May 22, 2018	By:	/s/ B. Christopher DiSantis
	Name:	B. Christopher DiSantis
	Title:	Chairman of the Board of Directors

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