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) October 9, 2024

NV5 GLOBAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-35849

45-3458017

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

200 South Park Road,

Suite 350

Hollywood,

Florida

33021

(Address of Principal Executive Offices)

(Zip Code)

(954) 495-2112

(Registrant’s Telephone Number, Including Area Code)

n/a

(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 Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

NVEE

The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 25, 2024, NV5 Global, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors has authorized a 4-for-1 forward split (the “Stock Split”) of its common stock, par value $0.01 per share (the “Common Stock”), to be effected through an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”). The Amendment also effected a proportionate increase in the number of shares of authorized Common Stock and became effective at 4:30 p.m. Eastern Time on October 9, 2024. As a result of the Stock Split, each holder of record of Common Stock as of the close of business on October 9, 2024 received three additional shares of Common Stock after the close of trading on October 10, 2024. Trading in the Common Stock commenced on a split-adjusted basis on October 11, 2024.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description
3.1			Amendment to Amended and Restated Certificate of Incorporation of NV5 Global, Inc.

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: October 11, 2024


						NV5 GLOBAL, INC.

			By:			/s/ Richard Tong
			Name: Title:			Richard Tong Executive Vice President and General Counsel

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

NV5 GLOBAL, INC.

It is hereby certified that:

1. The name of the corporation is NV5 Global, Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”).

2. The Board of Directors of the Corporation (the “Board of Directors”), pursuant to a written consent in lieu of meeting dated September 23, 2024, duly adopted resolutions declaring that the first two sentences of Article IV of the Corporation’s Amended and Restated Certificate of Incorporation be amended and restated so that such first two sentences of Article IV shall read in their entirety as follows:

“The Corporation is authorized to issue two classes of stock, to be designated “Common Stock,” with a par value of $0.01 per share, and “Preferred Stock,” with a par value of $0.01 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is 180,000,000, and the total number of shares of Preferred Stock that the Corporation shall have authority to issue is 5,000,000.”

3. That the Board of Directors duly adopted resolutions declaring that the following sentence be added after the first two sentences of Article IV:

“Upon the filing and effectiveness of this Certificate of Amendment (the “Effective Time”), each share of Common Stock issued and outstanding, and each share of Common Stock held as treasury stock, in each case as of immediately prior to the Effective Time, shall automatically, without further action on the part of the Corporation or any holder of thereof, be subdivided and reclassified into four fully paid and nonassessable shares of Common Stock, reflecting a 4:1 stock split (the “Stock Split”). Each certificate that immediately prior to the Effective Time represented shares of Common Stock shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by such certificate shall have been subdivided and reclassified pursuant to the Stock Split.”

4. The amendment of the Certificate of Incorporation herein certified has been duly adopted by the Board of Directors of the Corporation in accordance with the provisions of Sections 141(f) and 242 of the DGCL.

5. All other provisions of the Amended and Restated Certificate of Incorporation, as amended, of the Corporation not specifically modified, amended and/or superseded by the foregoing amendment shall remain in full force and effect.

6. The foregoing amendment shall become effective at 4:30p.m. EDT on October 9, 2024.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 9th day of October, 2024.


						NV5 GLOBAL, INC.

			By:			/s/ Richard Tong
			Name: Title:			Richard Tong Executive Vice President and General Counsel

Document and Entity Information Document	Oct. 09, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 09, 2024
Entity Registrant Name	NV5 GLOBAL, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35849
Entity Tax Identification Number	45-3458017
Entity Address, Address Line One	200 South Park Road,
Entity Address, Address Line Two	Suite 350
Entity Address, City or Town	Hollywood,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33021
City Area Code	954
Local Phone Number	495-2112
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	NVEE
Security Exchange Name	NASDAQ
Entity Central Index Key	0001532961
Amendment Flag	false
Current Fiscal Year End Date	--12-28