Current Report Filing (8-k)
December 09 2019 - 6:02AM
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): December 5, 2019
SCHMITT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Oregon
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000-23996
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93-1151989
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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2765 N.W. Nicolai Street
Portland, Oregon
(Address
of principal executive offices)
97210-1818
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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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 no par value
Series A Junior Participating Preferred Stock Purchase Rights
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SMIT
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NASDAQ Capital Market
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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 1.01
Following the authorization to buy up to $2 million of the common stock of Schmitt Industries, Inc. (the Company), the Companys
Board of Directors approved and entered into a 10b5-1 plan on November 29, 2019 (the Plan). The Plan was adopted under the safe harbor provided by Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended, in
order to assist the Company in implementing its stock repurchase plans.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2019 Annual Meeting of Shareholders held on December 5, 2019, the stockholders of the Company elected each of the Companys directors that had
been nominated to serve until the next annual meeting or until their successors are elected and have been qualified. The stockholders also (i) approved the declassification of directors, (ii) approved
a non-binding advisory resolution to approve the executive compensation plan, (iii) approved the amendment and restatement of the 2014 Equity Incentive Plan, as amended, (the 2014
Plan) to increase the shares of common stock issuable under the 2014 Plan from 500,000 to 700,000, (iv) approved an advisory vote for a one-year frequency for shareholder compensation approval, and
(v) ratified the selection of Moss Adams LLP as the Companys independent registered public accounting firm for fiscal year 2020.
At the Meeting, 3,761,675 shares of common stock, which represented 91.7% percent of the 4,102,031 total shares of common stock outstanding
and entitled to vote at the Meeting, were present in person or by proxy which constituted a quorum.
Following the annual meeting, in
accordance with the advisory vote of the Companys stockholders, the Companys Board of Directors voted that the stockholder advisory vote on executive compensation should be held every year.
The final votes for each matter were as follows:
Election of Directors.
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Name
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Votes For
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Votes Against
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Abstain
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Charles Davidson
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2,285,998
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0
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369,229
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Steven Strom
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2,289,930
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0
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365,297
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Declassification of Directors.
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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2,634,295
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16,131
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4,801
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1,106,448
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Advisory Vote on Executive Compensation.
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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2,276,921
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371,538
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6,768
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1,106,448
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Equity Incentive plan.
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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1,329,671
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1,323,356
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2,200
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1,106,448
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Frequency on Executive compensation advisory vote.
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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2,592,928
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1,891
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53,247
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7,161
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1,106,448
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Ratification of Appointment of Independent Registered Public Accounting Firm.
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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3,739,369
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7,331
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14,975
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0
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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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SCHMITT INDUSTRIES, INC.
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December 6, 2019
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By:
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/s/ Regina Walker
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Name: Regina Walker
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Title: Chief Financial Officer and Treasurer
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