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 28, 2021
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THE LGL GROUP, INC. |
(Exact Name of Registrant as Specified in Charter) |
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Delaware | 001-00106 | 38-1799862 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
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2525 Shader Road, Orlando, FL | 32804 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (407) 298-2000
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(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 | | LGL | | New York Stock Exchange |
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Warrants to Purchase Common Stock, par value $0.01 | | LGL WS | | New York Stock Exchange |
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 28, 2021, The LGL Group, Inc. (the “Company”) held its 2021 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 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualify; (ii) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; (iii) a non-binding advisory resolution to approve the compensation of the Company’s named executive officers; (iv) adoption and approval of the LGL Group, Inc. 2021 Incentive Plan; and (v) approval of an amendment to our certificate of incorporation to increase the number of authorized shares of common stock. The five proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 6, 2021 (the “Definitive Proxy Statement”).
Each of the 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. 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.
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Nominee | For | Withheld | Broker
Non-Votes | |
Marc Gabelli . | 2,741,275 | 114,532 | 1,037,574 | |
Timothy Foufas | 2,793,004 | 62,803 | 1,037,574 | |
Donald H. Hunter | 2,749,381 | 106,426 | 1,037,574 | |
Manjit Kalha | 2,720,925 | 134,882 | 1,037,574 | |
Ivan Arteaga | 2,782,304 | 73,503 | 1,037,574 | |
Bel Lazar | 2,782,311 | 73,496 | 1,037,574 | |
Michael Ferrantino | 2,852,304 | 3,503 | 1,037,574 | |
John Mega | 2,748,481 | 107,326 | 1,037,574 | |
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Proposal | For | Against | Abstain | Broker
Non-Votes |
Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 | 3,831,629 | 767 | 60,985 | − |
| | | | |
Proposal | For | Against | Abstain | Broker
Non-Votes |
Non-binding advisory resolution to approve the compensation of the Company’s named executive officers | 2,772,720 | 76,861 | 6,226 | 1,037,574 |
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Proposal | For | Against | Abstain | Broker
Non-Votes |
Adoption and approval of the LGL Group, Inc. 2021 Incentive Plan | 2,412,454 | 437,085 | 6,268 | 1,037,574 |
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Proposal | For | Against | Abstain | Broker
Non-Votes |
Approval of the amendment to our certificate of incorporation to increase the number of authorized shares of common stock | 3,229,324 | 662,688 | 1,369 | − |
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.
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December 28, 2021 | THE LGL GROUP, INC. |
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| By: | /s/ James W. Tivy |
| | Name: | James W. Tivy |
| | Title: | Chief Financial Officer |
