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 20, 2021 (December 16, 2021)
| SURGE COMPONENTS, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | | 000-27688 | | 11-2602030 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| 95 East Jefryn Blvd., Deer Park, New York | | 11729 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (631) 595-1818
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 240.13a-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. |
| N/A | | N/A | | N/A |
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 1, 2021, the Company held its 2021 Annual Meeting (the “2021 Annual Meeting”). The meeting was left open and adjourned until December 16, 2021 in order to allow for additional voting on all proposals. The meeting was then concluded on December 16, 2021 and the voting results were as listed below:
Proposal 1: Election of Directors
The votes to elect seven directors to hold office until the 2022 Annual Meeting of Stockholders as of December 16, 2021 were as follows:
| | | Shares Voted For | | | Shares Withheld | | | Broker
Non-Votes | |
| Ira Levy | | | 3,012,599 | | | | 266,515 | | | | 455,169 | |
| Steven J. Lubman | | | 3,045,460 | | | | 233,654 | | | | 455,169 | |
| Alan Plafker | | | 3,012,599 | | | | 266,515 | | | | 455,169 | |
| Martin Novick | | | 3,006,460 | | | | 272,654 | | | | 455,169 | |
| Lawrence Chariton | | | 3,012,599 | | | | 266,515 | | | | 455,169 | |
| Peter A. Levy | | | 3,001,460 | | | | 277,654 | | | | 455,169 | |
| Gary M. Jacobs | | | 3,008,599 | | | | 270,515 | | | | 455,169 | |
Proposal 2: Ratification of the appointment of independent registered public accounting firm.
The votes as of December 16, 2021, to ratify the appointment of Seligson & Giannattasio, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 were as follows:
| Shares Voted For | | Shares Voted Against | | Shares Abstaining | | Broker Non-Vote | |
| 3,610,432 | | 37,040 | | 86,811 | | 0 | |
Proposal 3: To approve of the Company’s advisory vote on executive compensation.
The advisory votes as of December 16, 2021, on the approval of executive compensation were as follows:
| Shares Voted For | | Shares Voted Against | | Shares Abstaining | | Broker Non-Vote | |
| 2,962,584 | | 255,681 | | 60,849 | | 455,169 | |
Proposal 4: Advisory Vote Regarding the Frequency of Future Advisory Votes on Executive Compensation.
The advisory votes as of December 16, 2021, regarding the frequency of future advisory votes on executive compensation were as follows:
| Three Years | | Two Years | | One Year | | Abstentions | | Broker Non-Vote | |
| 2,366,924 | | 8,931 | | 860,242 | | 43,017 | | 455,169 | |
Proposal 5: Approval of the reincorporation from Delaware to Nevada.
Pursuant to Delaware General Corporate Law, a majority of outstanding shares entitled to vote is required for approval.
The voting results as of December 16, 2021 and the percentage of all of the outstanding shares of the Company, for the reincorporation from Delaware to Nevada were as follows:
| Shares Voted For | | | Shares Voted Against | | | Shares Abstaining | | | Broker Non-Vote | |
| | 2,982,349 | | | | 242,216 | | | | 54,549 | | | | 455,169 | |
| | 53.00% | | | | 4.30% | | | | 0.97% | | | | 8.09% | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 20, 2021
| | Surge Components, Inc. |
| | |
| | /s/ Ira Levy |
| | Ira Levy |
| | President and Chief Executive Officer |
