UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 11, 2022
Hurco Companies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Indiana
(State or Other Jurisdiction of Incorporation)
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0-9143 | 35-1150732 |
(Commission File Number) | (IRS Employer Identification No.) |
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One Technology Way Indianapolis, Indiana | 46268 |
(Address of Principal Executive Offices) | (Zip Code) |
(317) 293-5309
(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:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, no par value | HURC | The Nasdaq Stock Market LLC |
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 5.07Submission of Matters to a Vote of Security Holders.
Hurco Companies, Inc. (the “Company”) held its Annual Meeting of Shareholders on March 10, 2022. The shareholders: (1) elected all eight of the Company’s nominees for director to serve until its next Annual Meeting of Shareholders; (2) approved, on an advisory basis, the compensation for the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting; (3) approved proposed amendments to the Hurco Companies, Inc. 2016 Equity Incentive Plan as set forth in the proxy statement for the Annual Meeting; and (4) ratified the appointment of RSM US LLP to serve as the Company’s independent registered public accounting firm for the fiscal yar ending October 31, 2022. Shares were voted on these proposals as follows:
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Number of Votes FOR | Number of Votes WITHHELD | Broker | | |||
Election of Directors: | | | | | ||
Thomas A. Aaro | 4,325,855 | 1,018,682 | 589,482 | | ||
Michael Doar | 5,308,584 | 35,953 | 589,482 | | ||
Cynthia Dubin | 5,313,828 | 30,709 | 589,482 | | ||
Timothy J. Gardner | 5,314,633 | 29,904 | 589,482 | | ||
Jay C. Longbottom | 4,325,421 | 1,019,116 | 589,482 | | ||
Richard Porter | 3,808,674 | 1,535,863 | 589,482 | | ||
Janaki Sivanesan | 5,308,186 | 36,351 | 589,482 | | ||
Gregory S. Volovic | 5,311,831 | 32,706 | 589,482 | | ||
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| | | Broker Non-Votes | Abstentions | ||
Advisory vote to approve executive compensation: | 5,117,839 | 55,133 | 589,482 | 171,565 | ||
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| | | Broker Non-Votes | Abstentions | ||
Amendments to Hurco Companies, Inc. 2016 Equity Incentive Plant: | 5,226,153 | 105,300 | 589,482 | 13,084 | ||
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| For | Against | Broker Non- Votes | Abstentions | ||
Ratification of appointment of public accounting firm: | 5,892,813 | 36,456 | 0 | 4,750 |
Item 7.01Regulation FD Disclosure.
On March 11, 2022, the Company issued a press release announcing payment of a cash dividend of $0.15 per share of common stock, payable on April 11, 2022, to shareholders of record as of close of business on March 28, 2022. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
Item 9.01Financial Statements and Exhibits
Exhibit Index
99.1 Press Release of Hurco Companies, Inc. dated March 11, 2022
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: March 11, 2022 | ||
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HURCO COMPANIES, INC. | ||
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By: | /s/ Sonja K. McClelland_______________ | |
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| Sonja K. McClelland, Executive Vice President, Treasurer, and Chief Financial Officer |