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): May 8, 2019 (May 7, 2019)

 

 

 

MISONIX, INC.

 

(Exact name of Registrant as specified in its charter)

 

 

 
New York   001-10986   11-2148932

(State or Other Jurisdiction 

of Incorporation) 

  (Commission File Number)

(IRS Employer 

Identification Number) 

 

1938 New Highway, Farmingdale, New York   11735
(Address of Principal Executive Offices)   (Zip Code)

 

(631) 694-9555  

(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:

 

☐  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 ☐

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class 

Common Shares, $0.01 par value 

Trading Symbol  

MSON 

Name of exchange on which registered  

The Nasdaq Global Market 

 

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the annual meeting of shareholders of Misonix, Inc. (the “Company”) held on May 7, 2018, the shareholders of the Company:

 

  (i) elected Charles Miner III, Stavros G. Vizirgianakis, Patrick A. McBrayer, Thomas M. Patton and Gwendolyn A. Watanabe to serve as directors of the Company;
  (ii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers;
  (iii) approved, on a non-binding advisory basis, a frequency of one year for future non-binding advisory votes on the compensation of the Company’s named executive officers; and
  (iv) ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2019.

 

1. The votes cast by shareholders with respect to the election of directors were as follows: 

 

    Votes     Votes     Broker  
Director   “For”     Withheld     Non-Votes  
                   
Charles Miner III     3,145,449       715,970       3,183,458  
                         
Stavros G. Vizirgianakis     3,605,438       255,981       3,183,458  
                         
Patrick A. McBrayer     3,604,333       257,086       3,183,458  
                         
Thomas M. Patton     3,603,933       257,486       3,183,458  
                         
Gwendolyn A. Watanabe     3,855,409       6,010       3,183,458  

 

2. The votes cast by the shareholders with respect to the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers were as follows:

 

Votes “For”     Votes
“Against”
    Abstentions     Broker Non-
Votes
 
                     
  3,497,709       352,840       10,870       3,183,458  

 

3. The votes cast by the shareholders with respect to the frequency, on a non-binding advisory basis, of future non-binding advisory votes on the compensation of the Company’s named executive officers were as follows:

 

One Year     Two Years     Three Years     Abstentions     Broker Non-Votes  
                           
  3,458,508       14,263       384,763       3,885       3,183,458  

 

4. The votes cast by shareholders with respect to the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2019 were as follows:

 

Votes “For”     Votes
“Against”
    Abstentions  
               
  7,022,353       12,058       10,466  

 

There were no broker non-votes with respect to this proposal.

 

 

 

 

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.

 

Dated: May 8, 2019

Misonix, Inc. 

 
       
  By:  /s/ Joseph P. Dwyer  
   

Joseph P. Dwyer
Chief Financial Officer

 

 

 

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