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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 earliest event reported): August 7, 2020 (August 6, 2020)

 

SMTC CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-31051

98-0197680

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

7050 Woodbine Avenue
Markham, Ontario,

 

CANADA L3R 4G8

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (905) 479-1810

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(s)

 

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

SMTX

 

NASDAQ Global Market

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 5.07  Submission of Matters to a Vote of Security Holders.

On August 6, 2020, the Company held its annual meeting of stockholders (the “Annual Meeting”).  As of June 16, 2020, the record date for the Annual Meeting, 28,214,800 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting.  The following is a brief description of each matter voted upon at the meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.  

A total of 25,565,985 shares of the Company’s Common Stock were present at the Annual Meeting in person or by proxy, which represents approximately 90.91% of the shares of the Company’s common stock outstanding as of the record date for the Annual Meeting.

1.

Proposal 1 - To elect five (5) directors to serve on the Company’s board of directors until the 2021 annual meeting of stockholders and until their successors are duly elected and qualified in accordance with the Company’s by-laws.

 

Nominee

For

Withhold

Broker Non-Votes

Clarke H. Bailey

16,382,732

   965,053

8,218,200

David Sandberg

15,825,194

1,522,591

8,218,200

Frederick Wasserman

16,433,101

   914,684

8,218,000

J. Randall Waterfield

16,382,732

   965,053

8,218,000

Edward Smith

16,425,725

   922,060

8,218,200

 

Each of the foregoing nominees was elected and each received affirmative votes from more than a majority of the votes cast.

2.

Proposal 2 - To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2021.

 

For

Against

Abstain

Broker Non-Votes

25,190,821

182,458

192,706

0

 

The foregoing proposal required the affirmative vote of a majority the votes of shares of Common Stock cast at the Annual Meeting. The foregoing proposal passed.

3.

Proposal 3 - To ratify the extension of the SMTC Corporation Tax Benefits Preservation Plan for an additional three year period.

 

For

Against

Abstain

Broker Non-Votes

16,691,635

535,082

121,068

8,218,200

 

The foregoing proposal required the affirmative vote of a majority of the votes of shares of Common Stock cast “FOR” and those present in person or represented by proxy at the Annual Meeting. The foregoing proposal passed.

4.

Proposal 4 - To approve, on a non-binding advisory basis, the compensation of our named executive officers.

 

For

Against

Abstain

Broker Non-Votes

15,774,073

1,058,141

515,571

8,218,200

 

The foregoing proposal required the affirmative vote of a majority of the votes of shares of Common Stock cast at the Annual Meeting. The foregoing advisory vote was approved.

5.

Proposal 5 - To approve, on a non-binding advisory basis, the frequency of future non-binding advisory votes to approve the compensation of our named executive officers.

 

1 Year

2 Years

3 Years

Abstain

Broker Non-Votes

16,349,834

53,560

411,786

532,605

8,218,200

 

Based on these results and consistent with the Company’s recommendation and past practice, the Company will continue to hold an advisory vote on executive compensation annually.  

1


 

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.

 

 

 

SMTC CORPORATION

 

 

 

 

Date: August 7, 2020

 

By:

/s/ Edward Smith

 

 

 

Edward Smith

 

 

 

President and Chief Executive Officer

 

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