Current Report Filing (8-k)
June 10 2019 - 5:17PM
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): June 4, 2019
ASTRONOVA, INC.
(Exact
name of registrant as specified in its charter)
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Rhode Island
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0-13200
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05-0318215
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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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600 East Greenwich Avenue
West Warwick, RI 02893
(Address of principal executive offices) (Zip Code)
(401)-828-4000
Registrants telephone number, including area code
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 (see General Instruction A.2. below):
☐
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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:
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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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Common Stock, $0.05 Par Value
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ALOT
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NASDAQ Global Market
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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. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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At our annual meeting of shareholders on June 4, 2019, our
stockholders approved an amendment to the AstroNova, Inc. 2018 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 300,000 shares.
We incorporate herein by reference the description of the material terms of the AstroNova, Inc. 2018 Equity Incentive Plan, as amended, in our
definitive proxy statement dated as of April 25, 2019.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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We held our annual meeting of shareholders on June 4, 2019. A total of 6,991,923 shares of our common stock were outstanding as of
April 12, 2019, the record date for the annual meeting.
At the annual meeting, our shareholders voted (i) to elect six
directors to serve until the next annual meeting of shareholders and thereafter until their respective successors are elected and qualified, (ii) to approve an advisory
(non-binding)
proposal on the
compensation paid to our executive officers, (iii) on an advisory
(non-binding)
basis, in favor of holding future advisory shareholder votes on the compensation paid to our executive officers every year,
(iv) to approve the amendment to the AstroNova, Inc. 2018 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 300,000 shares, and (v) to ratify the appointment of Wolf &
Company, P.C. as our independent registered public accounting firm for our fiscal year ending January 31, 2020. Set forth below are the matters acted upon at the annual meeting and the final voting results on each matter as reported by our
inspector of elections.
1.
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Election of directors.
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Nominee
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For
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Withheld
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Broker
Non-Votes
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Jean A. Bua
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4,130,708
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352,947
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1,607,649
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Mitchell I. Quain
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3,840,733
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642,922
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1,607,649
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Yvonne E. Schlaeppi
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4,436,401
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47,254
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1,607,649
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Harold S. Schofield
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4,413,920
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69,735
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1,607,649
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Richard S. Warzala
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4,437,051
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46,604
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1,607,649
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Gregory A. Woods
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4,437,220
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46,435
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1,607,649
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2.
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To approve, on an advisory,
non-binding
basis, the compensation paid
to our named executive officers.
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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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4,442,145
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34,536
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6,974
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1,607,649
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3.
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To vote, on an advisory,
non-binding
basis, on the frequency of
future advisory shareholder votes on the compensation paid to our named executive officers.
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Every Year
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Every Two Years
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Every Three Years
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Abstain
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Broker
Non-Votes
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3,788,647
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13,071
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675,283
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6,654
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1,607,649
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2
4.
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To approve the amendment to the AstroNova, Inc. 2018 Equity Incentive Plan to increase the number of shares
of common stock available for issuance thereunder by 300,000 shares.
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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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4,286,399
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192,372
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4,884
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1,607,649
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5.
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To ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting
firm for our fiscal year ending January 31, 2020.
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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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6,058,251
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2,279
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30,774
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0
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As indicated above, a plurality of the votes cast on the proposal regarding the frequency of future advisory
shareholder votes on the compensation paid to our named executive officers were cast in favor of holding such votes every year. After considering the preferences expressed at the annual meeting of shareholders, our Board of Directors determined that
we should hold future advisory shareholder votes on executive compensation every year. Accordingly, we expect that the next such vote will be held at our 2020 annual meeting of shareholders. Neither the shareholder vote nor the Boards
determination is binding, and accordingly the Board of Directors retains the flexibility to change its determination. Under section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, we expect to hold another vote regarding the frequency
of future advisory shareholder votes on the compensation paid to our named executive officers no later than our 2025 annual meeting of shareholders.
3
SIGNATURE
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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ASTRONOVA, INC.
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Dated: June 10, 2019
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By:
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/s/ David S. Smith
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David S. Smith
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Vice President, Treasurer and Chief Financial Officer
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4
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