Current Report Filing (8-k)

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): June 20, 2019

PERMA-PIPE INTERNATIONAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-18370

36-3922969

(State or other jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

6410 West Howard Street, Niles, Illinois 60714

(Address of principal executive offices, including zip code)

(847) 966-1000

(Registrant’s telephone number, including area code)

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(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	PPIH	The NASDAQ Stock Market LLC

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. [ ]

Item 5.0 7

Submission of Matters to a Vote of Security Holders.

On June 20, 2019, Perma-Pipe International Holdings, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below is information regarding the results of the matters voted on by the Company’s stockholders at the Annual Meeting.

Proposal 1 . Elect five directors to hold office until the Company’s 2020 Annual Meeting of Stockholders and until their successors are otherwise duly elected and qualified:

Director Nominee	Votes For	Votes Withheld	Abstentions	Broker Non-Votes
David S. Barrie	4,493,171	1,290,444	2,000	1,155,410
Cynthia A. Boiter	4,583,022	1,200,593	2,000	1,155,410
David B. Brown	4,590,283	1,193,332	2,000	1,155,410
David J. Mansfield	4,494,440	1,289,175	2,000	1,155,410
Jerome T. Walker	4,587,791	1,195,824	2,000	1,155,410

Proposal 2 . Advisory vote to approve the compensation of the Company’s named executive officers:

Votes For	Votes Against	Abstentions	Broker Non-Votes
5,697,466	71,949	16,200	1,155,410

Proposal 3 . Determine, on an advisory basis, the frequency of the advisory vote on the compensation of the Company's named executive officers:

Every Year	Every Two Years	Every Three Years	Abstentions
4,877,949	310,338	566,228	31,100

Proposal 4 . Ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2020:

Votes For	Votes Against	Abstentions
6,906,322	2,850	31,853

SIGNATURE S

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.