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
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Date of Report (Date of earliest event reported): March 01, 2024 |
VOXX INTERNATIONAL CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 0-28839 | 13-1964841 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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2351 J. Lawson Boulevard | |
Orlando, Florida | | 32824 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (800) 645-7750 |
(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:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Class A Common Stock $.01 par value | | VOXX | | 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 (§ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported in the Company’s Form 8-K filed on October 4, 2023 (the “October Form 8-K”), Ms. Loriann Shelton assumed the role of Chief Financial Officer of the Company, in addition to her role of Senior Vice President/Chief Operating Officer, effective March 1, 2024, for a one-year term through February 28, 2025. Also, as previously reported in the October Form 8-K, effective March 1, 2024, Mr. Charles M. Stoehr has transitioned to the role of Senior Vice President and Treasurer, has resigned from the Board of Directors and will not be standing for re-election as a director at the Company’s Fiscal 2024 Annual Meeting of Shareholders.
Mr. Beat Kahli, effective March 1, 2024, has stepped down as President of the Company, but will continue to serve as Co-Vice Chairman of the Company’s Board of Directors.
Item 8.01 Other Events.
On March 6, 2024, the Company issued a press release announcing that the Company’s majority owned subsidiary, EyeLock LLC, had entered into a joint venture agreement with GalvanEyes Partners LLC to engage in a newly formed entity, BioCenturion LLC, to operate its biometrics business. Each of the members will contribute selected assets and liabilities to the joint venture with GalvanEyes controlling the day to day operations. All working capital needs and the funding of losses of the joint venture shall be borne by GalvanEyes for the first two years. Beat Kahli will serve as Chairman of the Board and Chief Executive Officer of BioCenturion and Allen Ibaugh, who previously served as both President of EyeLock and CEO of GalvanEyes, will be the President of BioCenturion. A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished under Item 8.01, including Exhibit 99.1, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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| | | VOXX INTERNATIONAL CORPORATION
(Registrant) |
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Date: | March 7, 2024 | By: | /s/ Loriann Shelton |
| | | Loriann Shelton
Senior Vice President
Chief Financial Officer
Chief Operating Officer |
