Current Report Filing (8-k)
December 18 2020 - 2:11PM
Edgar (US Regulatory)
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0000065312
2020-12-17
2020-12-17
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iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
_________________________________
Date of Report
December 17, 2020
(Date of earliest event reported)
EVI Industries, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of
incorporation
or organization)
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001-14757
(Commission File Number)
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11-2014231
(IRS Employer Identification No.)
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4500 Biscayne Blvd., Suite 340
Miami, Florida
(Address of principal executive offices)
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33137
(Zip Code)
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(305) 402-9300
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Securities registered pursuant to Section
12(b) of the Act:
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, $.025 par value
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EVI
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NYSE American
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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 (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))
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 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under, or incorporated by
reference into, Item 5.07 below relating to the amendment to the EVI Industries, Inc. 2015 Equity Incentive Plan is incorporated
into this Item 5.02 by reference.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
The Annual Meeting of Stockholders (the “Annual
Meeting”) of EVI Industries, Inc. (the “Company”) was held on December 17, 2020. At the Annual Meeting, the Company’s
stockholders (i) approved the election of the six director nominees nominated by the Company’s Board of Directors, each for a term
expiring at the Company’s 2021 Annual Meeting of Stockholders and until his successor is elected and qualified, and (ii) approved
an amendment to the EVI Industries, Inc. 2015 Equity Incentive Plan (the “Plan”) to increase the number of shares of
the Company’s Common Stock authorized for issuance pursuant to awards granted under the Plan from 1,500,000 shares to 3,000,000
shares (the “Plan Amendment”). A summary of the voting results is set forth below.
Proposal 1: Election of Directors
Director Nominee
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Votes
For
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Votes
Withheld
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Broker
Non-
Votes
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Henry M. Nahmad
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10,821,236
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309,532
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0
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Dennis Mack
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10,768,627
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362,141
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0
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David Blyer
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9,207,974
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1,922,794
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0
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Glen Kruger
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10,974,578
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156,190
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0
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Timothy P. LaMacchia
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9,308,074
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1,822,694
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0
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Hal M. Lucas
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10,984,427
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146,341
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0
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Proposal 2: Approval of Plan Amendment
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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8,385,116
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2,744,142
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1,510
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0
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A description of the Plan, as amended by the
Plan Amendment (including a description of the Plan Amendment), is set forth on pages 21 through 27 of the Company’s
Definitive Proxy Statement on Schedule 14A for the Annual Meeting as filed with the Securities and Exchange Commission on November 25,
2020 (the “Proxy Statement”), is filed as Exhibit 99.1 hereto, and is incorporated herein by reference. In
addition, the full text of the Plan, as amended by the Plan Amendment, is attached as Appendix A to the Proxy Statement, is filed
as Exhibit 10.1 hereto, and is incorporated herein by reference.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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EVI INDUSTRIES, INC.
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Dated: December 18, 2020
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By:
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/s/ Robert H. Lazar
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Robert H. Lazar
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Chief Financial Officer
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