Current Report Filing (8-k)
October 18 2018 - 5:03PM
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): October 16, 2018
SCHMITT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Oregon
|
|
000-23996
|
|
93-1151989
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification Number)
|
|
|
2765 N.W. Nicolai Street
Portland, Oregon
|
|
97210-1818
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code:
(503) 227-7908
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 (17 CFR §230.405) or
Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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.
|
(a)
|
Schmitt Industries, Inc. (the Company) held its Annual Meeting of Shareholders on October 12,
2018 (the Meeting).
|
(b)
|
At the Meeting, 2,804,542 shares of common stock, which represented 70.2 percent of the 3,994,545 total
shares of common stock outstanding and entitled to vote at the Meeting, were present in person or by proxy which constituted a quorum. Each share was entitled to one vote at the Meeting.
|
Set forth below are the matters acted upon by Company shareholders at the Annual Meeting and the final voting results on each matter, the
results of which were certified by the Inspector of Elections on October 16, 2018.
|
1.
|
Election of Directors.
Two incumbent director nominees, Maynard E. Brown and David W. Case, were
nominated by the Board of Directors for election as directors to serve three-year terms expiring in 2021. In addition, two director nominees, Michael R. Zapata and Andrew Hines, were nominated by Sententia Capital Management, LLC, Sententia Group,
LP, Mr. Zapata and Mr. Hines (the Sententia Group). The votes cast for and the votes cast against or withheld, as well as broker
non-votes,
with respect to each nominee were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Nominee
|
|
Votes For
|
|
|
Votes Against/
Withheld
|
|
|
Broker
Non-votes
|
|
Company Nominees:
|
|
|
|
|
|
|
|
|
|
|
|
|
Maynard E. Brown
|
|
|
830,011
|
|
|
|
280,295
|
|
|
|
0
|
|
David W. Case
|
|
|
1,081,508
|
|
|
|
28,798
|
|
|
|
0
|
|
|
|
|
|
Sententia Group Nominees:
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew Hines
|
|
|
1,689,892
|
|
|
|
4,344
|
|
|
|
0
|
|
Michael R. Zapata
|
|
|
1,689,822
|
|
|
|
4,414
|
|
|
|
0
|
|
Accordingly, Messrs. Zapata and Hines were elected as directors to serve three-year terms expiring in 2021.
|
2.
|
Advisory Vote on Executive Compensation.
An advisory vote on the compensation paid to the Companys
Named Executive Officers (as defined in the Companys Proxy Statement) was submitted to, and voted upon, by the shareholders. There were 906,908 shares of common stock voted in favor of and 1,046,402 shares of common stock voted against said
resolution. The holders of 851,232 shares of common stock abstained and there were 0 broker
non-votes.
|
|
3.
|
Ratification of Appointment of Independent Registered Public Accounting Firm.
A resolution to ratify the
appointment of Moss Adams LLP as the Companys independent registered public accounting firm for the year ending May 31, 2019 was submitted to, and voted upon by, the shareholders. There were 2,776,522 shares of common stock voted in favor
of and 3,540 shares of common stock voted against said resolution. The holders of 24,480 shares of common stock abstained and there were 0 broker
non-votes.
Accordingly, the appointment of Moss Adams LLP was
ratified.
|
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.
|
|
|
|
|
|
|
|
|
|
|
SCHMITT INDUSTRIES, INC.
|
|
|
|
|
October 18, 2018
|
|
|
|
By:
|
|
/s/ Ann M Ferguson
|
|
|
|
|
|
|
Name: Ann M Ferguson
|
|
|
|
|
|
|
Title: Chief Financial Officer and Treasurer
|
Schmitt Industries (NASDAQ:SMIT)
Historical Stock Chart
From Aug 2024 to Sep 2024
Schmitt Industries (NASDAQ:SMIT)
Historical Stock Chart
From Sep 2023 to Sep 2024