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 17, 2023
_______________________________
United-Guardian, Inc.
(Exact name of registrant as specified in its charter)
_______________________________
| Delaware | 001-10526 | 11-1719724 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
230 Marcus Boulevard
Hauppauge, New York 11788
(Address of Principal Executive Offices) (Zip Code)
(631) 273-0900
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.10 par value per share | UG | NASDAQ Global Market |
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
United-Guardian Inc.
Annual Meeting of Stockholders
May 17, 2023
VOTING RESULTS
The 2022 Annual Meeting of Stockholders of United-Guardian, Inc. (the “Company”) was held on May 17, 2023. There were 3,789,331 shares voted by proxy. Because the meeting was held by videoconference, there was no voting at the meeting.
The voting results for each of the proposals submitted to a vote of the stockholders of the Company were as follows:
1. ELECTION OF DIRECTORS:
| | For | Withhold | Broker Non-Vote |
| Ken Globus | 2,291,144 | 540,441 | 957,746 |
| Lawrence F. Maietta | 2,241,600 | 589,985 | 957,746 |
| Arthur M. Dresner | 2,530,670 | 300,915 | 957,746 |
| Andrew A. Boccone | 2,515,689 | 315,896 | 957,746 |
| S. Ari Papoulias | 2,576,737 | 254,848 | 957,746 |
| Beatriz Blanco | 2,310,092 | 521,493 | 957,746 |
2. APPROVAL ON AN ADVISORY BASIS TO HOLD A VOTE EVERY YEAR ON THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS
| Every year | Every 2 years | Every 3 years | Abstain | Broker Non-Vote |
| 2,654,537 | 25,941 | 130,054 | 21,053 | 957,746 |
3. APPROVAL ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
| For | Against | Abstain | Broker Non-Vote |
| 2,609,865 | 206,979 | 14,741 | 957,746 |
4. PROPOSAL TO RATIFY THE APPOINTMENT OF BAKER TILLY US, LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.
| For | Against | Abstain | Broker Non-Vote |
| 3,729,759 | 48,887 | 10,685 | 0 |
SIGNATURE
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.
| | United-Guardian, Inc. |
| | | |
| | | |
| Date: May 18, 2023 | By: | /s/ Beatriz Blanco |
| | | Beatriz Blanco |
| | | President |
