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): September 20, 2023
M-TRON INDUSTRIES, INC. |
| (Exact Name of Registrant as Specified in Charter) |
| Delaware | 001-41391 | 46-0457994 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| 2525 Shader Road, Orlando, FL | 32804 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (407) 298-2000
| |
| (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, par value $0.01 | | MPTI | | NYSE American |
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 September 20, 2023, M-tron Industries, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”).
The following matters were submitted to a vote of the Company’s stockholders at the Annual Meeting: (i) the election of eight directors to serve until the Company’s 2023 Annual Meeting of Stockholders; (ii) a non-binding advisory resolution to approve the compensation of the Company’s named executive officers; (iii) a non-binding advisory resolution to approve the frequency of the advisory vote on compensation of the Company’s named executive officers; and (iv) the ratification of the appointment of PKF O'Connor Davies LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The four proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on August 16, 2023 (the “Definitive Proxy Statement”).
Each of the four matters submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote of the Company’s stockholders, with the frequency of 1 year being selected by 93.55% of the votes cast for the frequency of future advisory votes on the compensation of our named officers. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable.
1. Election of eight directors to the Board of Directors to serve until the 2024 Annual Meeting of Stockholders:
Nominee | | For | | | Withheld | | | Broker Non-votes | |
| Marc J. Gabelli | | | 1,057,321 | | | | 166,030 | | | | 637,646 | |
| Bel Lazar | | | 1,221,147 | | | | 2,204 | | | | 637,646 | |
| Michael J. Ferrantino | | | 1,220,636 | | | | 2,715 | | | | 637,646 | |
| Hendi Susanto | | | 1,190,632 | | | | 32,719 | | | | 637,646 | |
| Robert V. La Penta Jr. | | | 1,220,523 | | | | 2,828 | | | | 637,646 | |
| John S. Mega | | | 1,096,084 | | | | 127,267 | | | | 637,646 | |
| David M. Goldman | | | 1,193,732 | | | | 29,619 | | | | 637,646 | |
| Ivan Arteaga | | | 1,190,182 | | | | 33,169 | | | | 637,646 | |
2. Approval of an advisory resolution regarding the compensation of the Company’s named executive officers:
For | | | Against | | | Abstain | | | Broker Non-votes | |
| 1,219,343 | | | | 3,539 | | | | 469 | | | | 637,646 | |
3. Selection, on an advisory basis, for the frequency of future advisory votes on the compensation of our named executive officers:
1 Year | | | 2 Years | | | 3 Years | | | Abstain | |
| 1,144,328 | | | | 198 | | | | 78,636 | | | | 189 | |
4. Ratification of the appointment of PKF O’Connor Davies LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:
For | | | Against | | | Abstain | | | Broker Non-votes | |
| 1,859,532 | | | | 1,265 | | | | 200 | | | | — | |
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.
| September 20, 2023 | M-TRON INDUSTRIES, INC. |
| | |
| | |
| | By: | /s/ James W. Tivy |
| | | Name: | James W. Tivy |
| | | Title: | Chief Financial Officer |
