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): July 29, 2021
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 Blvd., Orlando, FL | 32824 |
(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 July 29, 2021, 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 eight members to the Board of Directors, |
| (2) | To approve, for the purposes of Section 203 of the Delaware General Corporation Law, the entry by EyeLock LLC, a subsidiary of the Company, into a Distribution Agreement, by and between EyeLock LLC and GalvanEyes Partners LLC, and the transactions contemplated thereby, including the potential issuance of membership interests represented by units of EyeLock LLC to GalvanEyes Partners LLC; and |
| (3) | 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, 2022. |
Director's Name | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
Class A Directors | | | | | | | | | | | | |
Peter Lesser | | | 10,872,791 | | | | 5,470,676 | | | | 2,702,620 | |
Denise Waund Gibson | | | 10,080,506 | | | | 6,262,961 | | | | 2,702,620 | |
John Adamovich, Jr. | | | 11,428,155 | | | | 4,915,312 | | | | 2,702,620 | |
| | | | | | | | | | | | |
Director's Name | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
Class A and B Directors | | | | | | | | | | | | |
John J. Shalam | | | 34,998,228 | | | | 3,954,779 | | | | 2,702,620 | |
Patrick M. Lavelle | | | 35,328,718 | | | | 3,624,289 | | | | 2,702,620 | |
Charles M. Stoehr | | | 34,140,542 | | | | 4,812,465 | | | | 2,702,620 | |
Ari M. Shalam | | | 33,509,902 | | | | 5,443,105 | | | | 2,702,620 | |
Beat Kahli | | | 35,152,253 | | | | 3,800,754 | | | | 2,702,620 | |
| 2. | Approval of EyeLock LLC Distribution Agreement with GalvanEyes Partners LLC: |
Votes For | | | Votes Against | | | Votes Abstained | |
| 30,017,338 | | | | 89,249 | | | | 8,846,420 | |
| | | | | | | | | | |
| 3. | Ratification of the Appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2022: |
Votes For | | | Votes Against | | | Votes Abstained | |
| 41,629,908 | | | | 21,321 | | | | 4,398 | |
| | | | | | | | | | |
Item 7.01 Regulation FD Disclosure.
On July 29, 2021, during the Company’s Annual Meeting of Shareholders, John J. Shalam, the Company’s Chairman of the Board; Patrick M. Lavelle, the Company’s CEO; and Beat Kahli, newly elected director of the Company, each made remarks to the Company’s shareholders and invited guests and a question-and-answer period followed. A transcript of Mr. Shalam’s, Mr. Lavelle’s, and Mr. Kahli’s remarks, and 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, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | VOXX INTERNATIONAL CORPORATION (Registrant) |
| | | |
| | | |
Date: August 4, 2021 | | BY: | /s/ Charles M. Stoehr |
| | | Charles M. Stoehr |
| | | Senior Vice President and |
| | | Chief Financial Officer |
