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): May 15, 2024
THE SHYFT GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Michigan | 001-33582 | 38-2078923 |
| (State or Other Jurisdiction | (Commission File No.) | (IRS Employer |
| of Incorporation) | | Identification No.) |
| | |
41280 Bridge Street, Novi, Michigan | 48375 |
| (Address of Principal Executive Offices) | (Zip Code) |
| | | |
| | 517-543-6400 | |
| | (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:
| ☐ | Written communications pursuant to Rule 425 under the Section 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 | SHYF | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 |
The Shyft Group, Inc. (the “Company”) held its annual meeting of shareholders on May 15, 2024 (the “Annual Meeting”). There were 34,333,988 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting and there were 29,459,163 shares of common stock represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business.
Three proposals were voted upon at the Annual Meeting. The proposals are described in detail in the Company's proxy statement filed with the Securities and Exchange Commission on April 3, 2024. Each of the proposals passed. The voting results regarding each proposal are set forth below.
Proposal 1: Election to the Company’s Board of Directors for a three-year term:
| Nominee | | For | | | Withheld | | | Broker Non-Votes | |
| John Dunn | | | 24,939,598 | | | | 1,164,086 | | | | 3,355,479 | |
| Pamela Kermisch | | | 25,781,005 | | | | 322,679 | | | | 3,355,479 | |
| Paul Mascarenas | | | 23,848,350 | | | | 2,255,334 | | | | 3,355,479 | |
Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
| For | | | Against | | | Abstain | |
| 29,382,524 | | | | 51,339 | | | | 25,300 | |
Proposal 3: Approval, on a non-binding basis, of the compensation paid to the Company's Named Executive Officers:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| 25,447,680 | | | | 606,616 | | | | 49,388 | | | | 3,355,479 | |
Item 9.01. | Financial Statements and Exhibits. |
Exhibit Number | | Description |
| 104 | | Cover 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.
| | | THE SHYFT GROUP, INC. | |
| | | | |
| Dated: May 15, 2024 | | /s/ Joshua A. Sherbin | |
| | | By: Joshua A. Sherbin Chief Legal Officer and Corporate Secretary | |
