Current Report Filing (8-k)

Date : 11/20/2019 @ 9:16PM
Source : Edgar (US Regulatory)
Stock : Industrial Services of America Inc (IDSA)
Quote : 1.1204  0.0 (0.00%) @ 12:00AM

Current Report Filing (8-k)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 20, 2019

 

INDUSTRIAL SERVICES OF AMERICA, INC.

(Exact name of registrant as specified in its Charter)

 

 

Florida

 

0-20979

 

59-0712746

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

7100 Grade Lane, Louisville, Kentucky

40213

(Address of principal executive offices)

(Zip Code)

 

Company’s telephone number, including area code:  (502) 366-3452

 

 

Not applicable

(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:

 

☐   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, $0.0033 par value
IDSA
The Nasdaq Stock Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934240.12b-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. ☐


1



Item 5.07        Submission of Matters to a Vote of Security Holders.

 

At the annual meeting of shareholders of the Company on November 20, 2019, shareholders (1) elected each of the five Company nominees to serve a one-year term on the Company's Board of Directors; (2) approved the sale of substantially all of the assets of the Company (the “Asset Sale”); (3) approved the dissolution of the Company, contingent upon the consummation of the Asset Sale; (4) approved an amendment to the Company’s Articles of Incorporation to change the Company’s name to “Recycling Asset Holdings, Inc.,” contingent upon the consummation of the Asset Sale; (5) approved (on an advisory basis) certain severance compensation payable as a result of the Asset Sale and dissolution; (6) ratified the appointment of MCM CPAs & Advisors LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019; (7) approved (on an advisory basis) the compensation paid to the Company’s Named Executive Officers; (8) determined (on an advisory basis) the frequency of an advisory vote to approve the compensation paid to the Company’s Named Executive Officers; and (9) approved the authority of the Board of Directors to adjourn or postpone the annual meeting to solicit additional proxies. The results of the voting are shown below.

 

Proposal 1 - Election of Board of Directors

 

Company Nominees   Votes For   Votes Withheld   Broker Non-Votes
Orson Oliver  

3,822,806

  1,345,655   2,883,164
Albert A. Cozzi   4,502,745   665,716   2,883,164
Vince Tyra   3,783,950   1,384,511   2,883,164
William Yarmuth   3,731,905   1,436,556   2,883,164
Todd L. Phillips   3,723,427   1,445,034   2,883,164

 

Proposal 2  Approval of the Sale of Substantially all of the Assets of the Company

 

Votes For   Votes Against   Abstain
  Broker Non-Votes
4,834,676   280,714   53,071   2,883,164

 

Proposal 3 – Approval of the Dissolution of the Company

 

Votes For   Votes Against   Abstain
  Broker Non-Votes
4,833,119   281,414   53,928   2,883,164

 

Proposal 4 – Approval of Amendment to the Company’s Articles of Incorporation to Change the Company’s Name to “Recycling Asset Holdings, Inc.”

 

Votes For   Votes Against   Abstain
  Broker Non-Votes
7,309,116   502,346   240,163  

 

Proposal 5 – Advisory Approval of Certain Severance Compensation

 

Votes For   Votes Against   Abstain
  Broker Non-Votes
2,971,992   2,140,369   56,100   2,883,164

 

2



Proposal 6 - Ratification of Appointment of Independent Registered Public Accounting Firm

 

Votes For   Votes Against   Abstain
  Broker Non-Votes
7,438,571   512,105   100,949  

 

Proposal 7 – Advisory Approval of Compensation Paid to the Company’s Named Executive Officers

 

Votes For   Votes Against   Abstain
  Broker Non-Votes
2,981,095   1,965,360   222,006   2,883,164

 

Proposal 8  Advisory Determination of Frequency of an Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers

 

One Year

Two Years

Three Years

Abstain
Broker Non-Votes
4,350,981
17,307
337,861
462,312


A majority of the votes cast by shareholders voted, on an advisory basis, to approve the recommendation of the Company’s board of directors to hold an advisory vote to approve executive compensation every year.  In line with this recommendation by our shareholders, we have determined that we will include an advisory shareholder vote on executive compensation in the Company’s proxy materials annually until the next required advisory vote on the frequency of shareholder votes on executive compensation.

 

Proposal 9 – Approval of Authority of Board of Directors to Adjourn or Postpone the Meeting to Solicit Additional Proxies

 

Votes For   Votes Against   Abstain
  Broker Non-Votes
7,262,763   634,205   154,657  


3



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 hereunto duly authorized. 

 

 

 

 

INDUSTRIAL SERVICES OF AMERICA, INC.

 

 

 

 

 

 

Date:

 November 20, 2019

By:

/s/ Todd L. Phillips

 

 

 

Todd L. Phillips

 

 

 

President, Chief Executive Officer and Chief Financial Officer  

 

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