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) June 8, 2019
NV5 GLOBAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| | | |
| Delaware | 001-35849 | 45-3458017 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | |
200 South Park Road, Suite 350 Hollywood, Florida | | 33021 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(954) 495-2112
(Registrant’s Telephone Number, Including Area Code)
n/a
(Former Name or Former Address, if Changed Since Last Report)
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, $0.01 par value | NVEE | The NASDAQ Capital Market |
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 June 8, 2019, NV5 Global, Inc. (the “Company”) held its 2019 Annual Meeting of stockholders (the “Annual Meeting”). The following matters were considered:
1. Election of Directors
Stockholders elected all of the Company’s seven nominees for director for one-year terms expiring on the next annual meeting of stockholders. The voting results were as follows:
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| | | |
| | For | Withhold | Broker Non-Vote |
| | | | |
| (1) Mr. Dickerson Wright | 8,553,227 | 492,463 | 2,083,116 |
| (2) Mr. Alexander A. Hockman | 8,418,924 | 626,766 | 2,083,116 |
| (3) Ms. MaryJo E. OBrien | 8,051,373 | 994,317 | 2,083,116 |
| (4) Ms. Laurie Conner | 8,691,850 | 353,840 | 2,083,116 |
| (5) Mr. William D. Pruitt | 8,657,831 | 387,859 | 2,083,116 |
| (6) Mr. Gerald J. Salontai | 8,738,786 | 306,904 | 2,083,116 |
| (7) Mr. Francois Tardan | 8,753,058 | 292,632 | 2,083,116 |
2. Approval and Ratification of Auditors
Stockholders approved and ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2019. The voting results were as follows:
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| | | |
| For | Against | Abstain | Broker Non-Vote |
| | | | |
| 11,088,357 | 26,500 | 13,949 | 0 |
3. Advisory Say-on-Pay Resolution
Stockholders approved the following resolution “RESOLVED, that the stockholders approve the compensation of the Company’s named executive officers, as disclosed in the compensation tables and the related disclosure contained in the 2019 Proxy Statement set forth under the caption “The Board Election Proposal—Executive Compensation”. The voting results were as follows:
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| | | |
| For | Against | Abstain | Broker Non-Vote |
| | | | |
| 8,518,201 | 485,844 | 41,645 | 2,083,116 |
4. Advisory Resolution on Frequency of Say-on-Pay Resolution
Stockholders approved the following resolution “RESOLVED, that the stockholders wish the Company to include an advisory vote on the compensation of the Company’s named executive officers pursuant to Section 14A of the Securities Exchange Act of 1934 every (i) year, (ii) two years, or (iii) three years (select one). The voting results were as follows:
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| | | | |
| Three Years | Two Years | One year | Abstain | Broker Non-Vote |
| | | | | |
| 509,560 | 3,522,784 | 4,978,941 | 34,405 | 2,083,116 |
In light of the foregoing vote regarding Proposal Four, the Company has decided to include an advisory stockholder vote on the compensation of executives in its proxy materials every year.
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.
Dated: June 13, 2019
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| | NV5 GLOBAL, INC. |
| | |
| | By: /s/: Richard Tong Name: Richard Tong Title: Executive Vice President and General Counsel |
