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 1, 2023
PRECISION OPTICS CORPORATION, INC.
(Exact name of registrant as specified in its charter)
| Massachusetts | | 001-10647 | | 04-2795294 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| | | | | |
22 East Broadway
Gardner, Massachusetts | | 01440 |
| (Address of principal executive offices) | | (Zip Code) |
(Registrant’s telephone number, including area code) (978) 630-1800
N/A
(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 (see General Instruction A.2. below):
☐ 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: None
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common stock, $0.01 par value | | POCI | | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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, 2023, we held our annual meeting of stockholders. Proxies were solicited pursuant to our definitive proxy statement filed on October 20, 2023 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934. At the annual meeting, stockholders considered and voted on the following proposals, each of which is described in more detail in the proxy statement.
Proposal 1 – Election of Directors
Peter H. Woodward, Andrew J. Miclot, Richard B. Miles, Peter V. Anania, and Joseph N. Forkey were each duly elected as our directors. The results of the elections were as follows:
| NOMINEE | FOR | AGAINST | ABSTAIN/WITHHELD | BROKER NON-VOTES |
| Peter H. Woodward | 2,756,957 | 0 | 146,580 | 1,357,230 |
| Andrew J. Miclot | 2,758,553 | 0 | 144,984 | 1,357,230 |
| Richard B. Miles | 1,796,008 | 0 | 1,107,529 | 1,357,230 |
| Peter V. Anania | 1,934,050 | 0 | 969,487 | 1,357,230 |
| Joseph N. Forkey | 2,841,432 | 0 | 62,105 | 1,357,230 |
Proposal 2 – Advisory Vote on Executive Compensation
Our stockholders voted upon and approved, on an advisory basis, the compensation paid to our Named Executive Officers (as that term is defined in our 2023 Proxy Statement) for the fiscal year ended June 30, 2023. The votes on this proposal were as follows:
| FOR | AGAINST | ABSTAIN/WITHHELD | BROKER NON-VOTES |
| 2,841,505 | 33,008 | 29,024 | 1,357,230 |
Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm
Our stockholders voted upon and approved the ratification of the appointment of Stowe & Degon, LLC to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2024. The votes on this proposal were as follows:
| FOR | AGAINST | ABSTAIN/WITHHELD | BROKER NON-VOTES |
| 4,260,710 | 54 | 3 | 0 |
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.
| | PRECISION OPTICS CORPORATION, INC. |
| | |
| | |
| | |
| Date: December 5, 2023 | By: | /s/ Joseph N. Forkey |
| | | Name: Joseph N. Forkey
Title: President |
