Form 8-K - Current report

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 28, 2023

YUNHONG CTI LTD.

(Exact name of registrant as specified in charter)

Illinois	000-23115	36-2848943
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

22160 N. Pepper Road, Lake Barrington, IL 60010

(Address of principal executive offices) (Zip Code)

(847) 382-1000

(Registrant’s 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):

☐	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

CTIB

The Nasdaq Stock Market LLC

(The Nasdaq Capital 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 28, 2023, Yunhong CTI Ltd. (the “Company”) convened its Annual Meeting of shareholders for the purpose of holding a shareholder vote (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company voted:

	1.	To elect 5 directors to hold office for a one-year term that will expire at the 2023 annual meeting of shareholders (“Proposal 1”)

	2.	To approve, on an advisory basis, executive compensation (“Proposal 2”)

	3.	To authorize an amendment to the Company’s articles of incorporation to increase the number of authorized shares of common stock from 50 million shares to two billion shares (“Proposal 3”)

	4.	To authorize an amendment to the Company’s articles of incorporation to change the name of the company to “Yunhong Green CTI Ltd” (“Proposal 4”)

	5.	To ratify the appointment of BF Borgers CPA, PC as auditors of the Company for the fiscal year ending December 31, 2023 (“Proposal 5”); and

	6.	To transact such other business as may property come before the meeting (“Proposal 6”)

The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on June 20, 2023.

The number of shares of common stock entitled to vote at the Annual Meeting was 19,971,755. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 16,700,578. Proposals 1, 2, 3, 4, and 5 submitted to a vote of the Company’s stockholders at the Annual Meeting were approved.

The votes cast with respect to each matter voted upon are set forth below.

Proposal 1:

Yubao Li

Votes For								Withheld				Brokers Non-Votes
	13,939,066								11,036				2,750,476

Frank Cesario

Votes For								Withheld				Brokers Non-Votes
	13,930,176								19,926				2,750,476

Douglas Bosley

Votes For								Withheld				Brokers Non-Votes
	13,596,368								353,734				2,750,476

Gerald (J.D.) Roberts, Jr.

Votes For								Withheld				Brokers Non-Votes
	13,918,853								31,249				2,750,476

Philip Wong

Votes For								Withheld				Brokers Non-Votes
	13,918,833								31,269				2,750,476

Proposal 2:

Votes For				Votes Against				Abstain				Brokers Non-Votes
	13,926,254				23,633				215				2,750,476

Proposal 3:

Votes For				Votes Against				Abstain				Brokers Non-Votes
	16,422,208				277,351				1,019				0

Proposal 4:

Votes For				Votes Against				Abstain				Brokers Non-Votes
	16,534,911				165,019				648				0

Proposal 5:

Votes For				Votes Against				Abstain				Brokers Non-Votes
	16,681,260				8,506				10,812				0

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.

Dated: August 28, 2023	YUNHONG CTI LTD.

	By:	/s/ Frank J. Cesario
	Name:	Frank J. Cesario
	Title:	Chief Executive Officer and Acting Chief Financial Officer

Cover	Aug. 28, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 28, 2023
Entity File Number	000-23115
Entity Registrant Name	YUNHONG CTI LTD.
Entity Central Index Key	0001042187
Entity Tax Identification Number	36-2848943
Entity Incorporation, State or Country Code	IL
Entity Address, Address Line One	22160 N. Pepper Road
Entity Address, City or Town	Lake Barrington
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60010
City Area Code	(847)
Local Phone Number	382-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	CTIB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable