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): October 20, 2020
STANDEX INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | | 1-7233 | | 31-0596149 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
23 Keewaydin Drive, Salem, New Hampshire | | 03079 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (603) 893-9701
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 $1.50 Per Share | SXI | New York Stock Exchange |
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)) |
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. ☐
Standex International Corporation
SECTION 5
ITEM 5.02 | DEPARTING DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS TO CERTAIN OFFICERS |
Departure of Director
Effective October 20, 2020, as previously announced, Daniel B. Hogan, a member of the Board of Directors, has retired from the Board pursuant to the Company’s mandatory retirement policy as set forth in the Corporate Governance Guidelines.
ITEM 5.07 a and b | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
The Company held its Annual Meeting of Stockholders on October 20, 2020. The number of common shares represented at the Annual Meeting of Stockholders was 11,432,661. The stockholders voted on the following proposals:
| Proposal I – | To set the size of the Board of Directors at seven (7) and to elect the following Directors to three-year terms ending on the date of the Annual Meeting of Stockholders in 2023: |
Nominee | For | Against | Abstain | Non-Vote |
| | | | | |
| David Dunbar. | 10,394,051 | 431,223 | 15,841 | 591,545 |
| Michael A. Hickey | 10,700,959 | 124,197 | 15,959 | 591,545 |
Proposal II – Advisory vote on the total compensation paid to the named executive officers of the Company:
For | 10,558,780 |
Against | 256,583 |
Abstain | 25,752 |
Non-Vote | 591,545 |
Proposal III -- Ratification of appointment of Deloitte & Touche, LLP as Independent Public Accountants of the Company for the fiscal year ending June 30, 2021:
For | 11,402,430 |
Against | 11,968, |
Abstain | 18,261 |
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 thereunto duly authorized.
STANDEX INTERNATIONAL CORPORATION
(Registrant)
/s/ Ademir Sarcevic
Ademir Sarcevic
Chief Financial Officer
Date: October 21, 2020
Signing on behalf of the registrant and as principal financial officer
