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 13, 2024
YUNHONG GREEN CTI LTD.
(Exact name of registrant as specified in charter)
| Illinois | 000-23115 | 36-2848943 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
22160 N. Pepper Road, Lake Barrington, IL 60010
(Address of principal executive offices) (Zip Code)
(847) 382-1000
(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 (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 Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | YHGJ | The Nasdaq Stock Market LLC (The Nasdaq Capital 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.
On December 13, 2024, Yunhong Green CTI Ltd. (the “Company”) convened its Annual Meeting of shareholders for the purpose of holding a shareholder vote (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company voted:
| 1. | To elect 5 directors to hold office for a one-year term that will expire at the 2025 annual meeting of shareholders (“Proposal 1”) | |
| 2. | To ratify the appointment of Wolf & Company, P.C. as auditors of the Company for the fiscal year ending December 31, 2024 (“Proposal 2”) | |
| 3. | To transact such other business as may property come before the meeting (“Proposal 3”) |
The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on November 1, 2024.
The number of shares of common stock entitled to vote at the Annual Meeting was 25,848,187. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 16,316,222. Proposals 1, 2, and 3 submitted to a vote of the Company’s stockholders at the Annual Meeting were approved.
The votes cast with respect to each matter voted upon are set forth below.
Proposal 1:
Yubao Li
| Votes For | Withheld | Broker Non-Votes | ||
| 12,766,628 | 33,707 | 3,515,887 |
Frank Cesario
| Votes For | Withheld | Broker Non-Votes | ||
| 12,766,628 | 33,307 | 3,515,887 |
Douglas Bosley
| Votes For | Withheld | Broker Non-Votes | ||
| 12,337,097 | 463,238 | 3,515,887 |
Gerald (J.D.) Roberts, Jr.
| Votes For | Withheld | Broker Non-Votes | ||
| 12,497,754 | 302,581 | 3,515,887 |
Philip Wong
| Votes For | Withheld | Broker Non-Votes | ||
| 12,337,097 | 463,238 | 3,515,887 |
Proposal 2:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 16,172,592 | 142,022 | 1,608 | 3,515,887 |
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.
| Dated: December 16, 2024 | YUNHONG GREEN CTI LTD. | |
| By: | /s/ Jana M. Schwan | |
| Name: | Jana M. Schwan | |
| Title: | Chief Executive Officer | |
