Current Report Filing (8-k)
November 01 2019 - 11:32AM
Edgar (US Regulatory)
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):
October 31, 2019
UNIVERSAL SECURITY INSTRUMENTS, INC.
(Exact name of registrant as specified in
its charter)
Maryland
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001-31747
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52-0898545
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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11407 Cronhill Drive, Suite A, Owings
Mills, Maryland 21117
(Address of Principal Executive Offices)
Registrant’s telephone number, including
area code: (410) 363-3000
Inapplicable
(Former Name or Former Address if Changed
Since Last Report)
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common Stock
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UUU
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NYSE MKT LLC
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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. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting
of Stockholders of Universal Security Instruments, Inc. (the “Company”) was held on October 31, 2019. The matters
submitted to the stockholders for a vote were: (i) the election of two directors; (ii) a non-binding resolution approving the compensation
of the executive officers named in the proxy statement; (iii) a non-binding vote on the frequency of stockholder votes on the compensation
of the executive officers named in the proxy statement; and (iv) the authorization of the Company’s Board of Directors to
accept the selection by the Audit Committee of an outside auditing firm for the Company’s 2020 fiscal year.
Of the 2,312,887 shares
entitled to notice of and to vote at the meeting, 1,430,466 shares (or 61.84% of the total shares) were represented at the meeting.
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(i)
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The nominees submitted for election as directors were Cary Luskin and Ira F. Bormel, each for a
term of three years, as described in the Proxy Statement distributed to stockholders in connection with the meeting. The following
are the voting results (in number of shares) with respect to the election of directors:
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Name
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For
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Withhold
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Abstain
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Broker Non-Votes
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Cary Luskin
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357,616
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119,537
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0
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953,313
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Ira F. Bormel
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364,025
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113,128
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0
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953,313
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As a result, the nominees
were elected. Harvey B. Grossblatt and Ronald A. Seff, M.D. were not up for re-election and continue in office as Directors after
the Meeting.
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(ii)
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The results of the vote on the non-binding resolution approving the compensation of the executive
officers named in the proxy statement were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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353,838
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114,363
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8,950
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953,313
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As a result, the resolution was
approved.
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(iii)
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The results of the non-binding vote on the frequency of stockholder votes on the compensation of
the executive officers named in the proxy statement were as follows:
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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281,803
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7,744
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114,398
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73,208
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953,313
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As a result, the frequency of every
year was approved. Consistent with the non-binding vote of the stockholders, the Company has determined to hold future advisory
votes on executive compensation every year.
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(iv)
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The results of the vote on the proposal to authorize selection of an auditor were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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1,233,920
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100,634
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95,912
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0
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As a result, the proposal
was approved.
SIGNATURES
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.
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UNIVERSAL SECURITY INSTRUMENTS, INC.
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(Registrant)
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Date: November
1, 2019
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By:
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/s/ Harvey B. Grossblatt
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Harvey B. Grossblatt
President
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