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): August 24, 2023
Sono-Tek Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 000-16035
| New York | | 14-1568099 |
| (State of Incorporation) | | (I.R.S. Employer ID No.) |
| | | |
| 2012 Route 9W, Milton, New York | | 12547 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (845) 795-2020
Check appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under 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, $0.01 par value per share | SOTK | NASDAQ |
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. ☐
Section 5 – Corporate Governance and Management
Item 5.07: Submission of Matters to a Vote of Security Holders.
The following matters were voted upon at the Company’s annual meeting of shareholders held on August 24, 2023:
| 1. | The shareholders elected, by a plurality of the votes cast, four nominees to the Board of Directors to serve until the Annual Meeting of Shareholders in 2025 and until their successors are duly elected and qualified. |
| | Nominee | | For | | Against | | Broker Non-Votes |
| | Dr. Christopher L. Coccio | | 6,567,358 | | 307,662 | | 5,399,377 |
| | | | | | | | |
| | Dr. Joseph Riemer | | 5,300,886 | | 1,574,134 | | 5,399,377 |
| | | | | | | | |
| | R. Stephen Harshbarger | | 6,623,449 | | 251,571 | | 5,399,377 |
| | | | | | | | |
| | Philip Strasburg | | 5,317,489 | | 1,557,531 | | 5,399,377 |
Eric Haskell, Dr. Donald F. Mowbray and Carol O’Donnell, who were not standing for re-election, continued to serve as Directors following the annual meeting.
| 2. | The shareholders ratified by the affirmative vote of the majority of the votes cast on the proposal, the appointment of Marcum, LLP, as the Company’s independent auditors for the fiscal year ending February 29, 2024. |
For: 12,175,584
Against: 95,894
Abstained: 2,919
There were not broker non-votes
| 3. | The shareholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers. |
For: 6,364,295
Against: 369,088
Abstained: 141,637
Broker Non-Votes: 5,399,377
| 4. | The shareholders ratified by the affirmative vote of the majority of the votes cast on the proposal, the approval of the Company’s 2023 Stock Incentive Plan. |
For: 6,132,376
Against: 615,335
Abstained: 127,309
Broker Non-Votes: 5,399,377
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.
SONO-TEK CORPORATION
By: /s/ Stephen J. Bagley
Stephen J. Bagley
Chief Financial Officer
August 25, 2023
