Current Report Filing (8-k)
December 03 2019 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): December 2, 2019 (November 26, 2019)
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SURGE COMPONENTS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-27688
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11-2602030
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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95 East Jefryn Blvd., Deer Park, New York
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11729
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (631) 595-1818
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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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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
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Securities registered pursuant to Section 12(b) of the Act: n/a
Title of each class
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Trading Symbol(s)
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Name of each Exchange on which registered.
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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. ☐
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On
November 26, 2019, Surge Components, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”).
At the Meeting, the Company’s stockholders (i) re-elected Ira Levy, Steven J. Lubman, Alan Plafkar and Martin Novick as directors
of the Company, to hold office until the 2020 annual meeting of stockholders, (ii) ratified the appointment of Seligson & Giannattasio,
LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2019, (iii) approved
the compensation of the Company’s named executive officers and (iv) ratified the amendment to the rights plan designed to
protect and preserve the substantial tax benefits of the Company’s net operating loss carryforwards for the purpose of extending
the plan for three years.
Set forth below are the final voting results
for each of the proposals:
Proposal No. 1 – Election of directors
Ira Levy, Steven J. Lubman,
Alan Plafkar and Martin Novick were elected to serve as directors of the Company until the 2020 annual meeting of stockholders
or until their successors are elected and qualified or until their earlier resignation or removal. The voting results were as follows:
Director
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Votes For
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Votes Withheld
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Broker Non-Vote
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Ira Levy
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2,354,909
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609,448
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1,268,096
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Steven J. Lubman
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2,355,379
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609,008
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1,268,096
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Alan Plfkar
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2,351,076
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613,281
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1,268,096
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Martin Novick
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2,383,752
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580,605
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1,268,096
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Proposal No. 2 – Ratification of appointment of
independent registered public accounting firm
The appointment of Seligson
& Giannattasio, LLP as the Company’s independent registered public accounting firm for the fiscal year ending November
30, 2019 was ratified. The voting results were as follows:
Votes For
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Votes Against
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Abstentions
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3,875,926
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504
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260,450
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Proposal No. 3 – Advisory vote regarding the approval
of compensation paid to named executive officers
The compensation of the Company’s named
executive officers was approved, on an advisory basis. The voting results were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Vote
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2,352,232
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350,334
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261,791
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1,268,096
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Proposal No. 4 –Ratification of the amendment to
the NOL rights plan
The amendment to the NOL rights plan was ratified.
The voting results were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Vote
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2,374,295
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588,551
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1,511
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1,268,096
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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.
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SURGE COMPONENTS, INC.
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Date: December 2, 2019
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By:
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/s/ Ira Levy
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Name: Ira Levy
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Title: Chief Executive Officer
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