SGMA Sigmatron International Inc

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

On September 15, 2021, the Company held its 2021 Annual Meeting of Stockholders. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and Regulation 14A thereunder for the purpose of (i) electing three Class I Directors to hold office until the 2024 Annual Meeting of Stockholders, (ii) ratifying the selection of BDO USA, LLP as registered public accountants of the Company for the fiscal year ending April 30, 2022, (iii) providing approval of the 2021 Non-Employee Director Restricted Stock Plan (iv) providing approval, on an advisory basis, of compensation of the Company’s named Executive Officers as used in the Company’s Proxy Statement filed on EDGAR on August 20, 2021, and initially mailed to stockholders on that date (the “2021 Proxy Statement”) (v) providing, on an advisory basis, a recommendation regarding the frequency of future advisory votes on executive compensation and (vi) transacting such other business as may properly come before the Annual Meeting or any adjournment thereof. Each holder of common stock was entitled to one vote for each share held on the record date.

The following individuals were elected as Class I Directors to hold office until the 2024 Annual Meeting of Stockholders: Linda K. Frauendorfer, Thomas W. Rieck and Bruce J. Mantia. The number of shares cast for, against/withheld, and abstentions and broker non-votes, with respect to the nominees were as follows:

The following persons are directors of the Company whose current term extends beyond the 2021 Annual Meeting of Stockholders: Barry R. Horek, Paul J. Plante, Gary R. Fairhead and Dilip S. Vyas. There was no solicitation in opposition to management’s nominees for directors.

The stockholders voted to approve the ratification of the selection of BDO USA, LLP as registered public accountants for the Company for the fiscal year ending April 30, 2022. A total of 2,933,878 shares were cast for such ratification, 25,596 shares were voted against, 2,801 shares were abstained.

The stockholders voted to approve the 2021 Non-Employee Director Restricted Stock Plan. A total of 1,688,317 shares were cast for such ratification, 256,066 shares were voted against, 22,963 shares were abstained.

The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named Executive Officers. A total of 1,770,001 shares were cast for such approval, 166,907 shares voted against/withheld, 30,438 shares abstained and there were 994,932 shares represented by broker non-votes with respect to such approval.

The stockholders voted to provide, on an advisory basis, a recommendation that future advisory votes on executive compensation be held once every year. A total of 1,075,515 shares were cast in favor of making a recommendation that such future advisory votes on executive compensation be held once every year, 6,811 shares were cast in favor of making a recommendation that such future advisory votes be held once every two years, 609,626 shares were cast in favor of making a recommendation that such future advisory votes be held once every three years and 275,394 shares abstained with respect to such votes and there were 994,932 shares represented by broker non-votes with respect to such recommendation.

The stockholders voted to approve to transact such other business as may properly come before the Annual Meeting or any adjournment thereof. A total of 874,423 shares were cast for such ratification, 1,067,155 shares were voted against, 25,768 shares were abstained.