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 21, 2022
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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
|
|
(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 June 21, 2022, The LGL Group, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”).
The following matter was submitted to a vote of the Company’s stockholders at the Special Meeting: (i) the spin-off of M-tron Industries, Inc. (“the Spin-Off”). The proposal was described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 11, 2022.
The Spin-Off submitted to a vote of the Company’s stockholders at the Special Meeting was approved by the requisite vote of the Company’s stockholders. Set forth below is the number of votes cast for, against or abstained related to the Spin-Off.
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Proposal | For | Against | Abstain |
To spin-off M-tron Industries, Inc., a Delaware corporation ("Mtron"), which will separate the business, activities and investments of the Company into two separate, publicly-traded companies: (i) the Company, which will continue to own and operate Precise Time and Frequency, LLC and hold cash and other investments and (ii) Mtron, which includes the operations of Piezo Technology, Inc. and M-tron Asia, LLC. | 2,705,649 | 73,891 | 1,520 |
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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June 21, 2022 | THE LGL GROUP, INC. |
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| By: | /s/ James W. Tivy |
| | Name: | James W. Tivy |
| | Title: | Chief Financial Officer |
