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 17, 2020
VOXX INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
| |
Delaware | 0-28839 |
(State or other jurisdiction of incorporation) | (Commission File Number) |
13-1964841
(I.R.S. Employer Identification No.)
2351 J Lawson Boulevard | 11788 |
(Address of principal executive offices) | (Zip Code) |
(800) 645-7750
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | |
Title of each Class: | Trading Symbol: | Name of Each Exchange on which Registered |
Class A Common Stock $.01 par value | VOXX | The Nasdaq Stock Market LLC |
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 240.13c-4(c)) |
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 Results of Operations and Financial Condition.
On August 17, 2020, the following matters were voted upon and approved by VOXX International Corporation’s (the “Company”) shareholders at the Company’s Annual Meeting of Shareholders.
| (1) | The election of seven members of the Board of Directors, |
| (2) | Amendments to the Company’s 2014 Omnibus Equity Incentive Plan, |
| (3) | The approval, by a non-binding advisory vote, of the compensation paid by the Company to its Named Executive Officers, and |
| (4) | The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2021. |
Director's Name | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
Class A Directors | | | | | | | | | | | | |
Peter Lesser | | | 8,074,153 | | | | 8,048,403 | | | | 2,532,519 | |
Denise Waund Gibson | | | 7,142,857 | | | | 8,979,699 | | | | 2,532,519 | |
John Adamovich, Jr. | | | 8,134,584 | | | | 7,987,972 | | | | 2,532,519 | |
| | | | | | | | | | | | |
Director's Name | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
Class A and B Directors | | | | | | | | | | | | |
John J. Shalam | | | 31,233,243 | | | | 7,498,853 | | | | 2,532,519 | |
Patrick M. Lavelle | | | 31,237,349 | | | | 7,494,747 | | | | 2,532,519 | |
Charles M. Stoehr | | | 31,246,785 | | | | 7,485,311 | | | | 2,532,519 | |
Ari M. Shalam | | | 30,733,809 | | | | 7,998,287 | | | | 2,532,519 | |
| 2. | Amendments to the Company’s 2014 Omnibus Equity Incentive Plan: |
Votes For | | | Votes Against | | | Votes Abstained | |
| 34,321,461 | | | | 4,386,464 | | | | 24,171 | |
| 3. | Approval, by a non-binding advisory vote, of the compensation paid by the Company to its Named Executive Officers: |
Votes For | | | Votes Against | | | Votes Abstained | |
| 32,114,597 | | | | 6,592,945 | | | | 24,554 | |
| 4. | Ratification of the Appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2021: |
Votes For | | | Votes Against | | | Votes Abstained | |
| 41,154,826 | | | | 57,104 | | | | 52,685 | |
Item 7.01 Regulation FD Disclosure
On August 17, 2020, during the Company’s Annual Meeting of Shareholders, John J. Shalam, the Company’s Chairman of the Board, and Patrick M. Lavelle, the Company’s CEO, each made remarks to the Company’s shareholders and invited guests, and a question and answer period followed. A transcript of Mr. Shalam’s and Mr. Lavelle’s remarks, as well as the question and answer period is attached to this Form 8-K as Exhibit 99.1.
The information furnished under Item 7.01, 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 thereunto duly authorized.
| | VOXX INTERNATIONAL CORPORATION (Registrant) |
| | | |
| | | |
Date: August 20, 2020 | | BY: | /s/ Charles M. Stoehr |
| | | Charles M. Stoehr |
| | | Senior Vice President and |
| | | Chief Financial Officer |
