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 20, 2021
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 1-11596 | | 58-1954497 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 8302 Dunwoody Place, Suite 250, Atlanta, Georgia | | 30350 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (770) 587-9898
Not applicable
(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 |
| | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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, Par Value, $.001 Per Share | | PESI | | NASDAQ Capital Markets |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 July 20, 2021, Perma-Fix Environmental Services, Inc. (“the Company”) held its 2021 annual meeting of stockholders (the “2021 Annual Meeting”).
As of the record date for the 2021 Annual Meeting, 12,180,614 shares of the Company’s common stock, par value $.001 per share (“Common Stock”), were outstanding, each entitled to one vote per share. Of such outstanding shares of Common Stock, 8,740,200 shares were present at the meeting in person or by proxy, representing approximately 71.76% of the Company’s securities entitled to vote.
At the 2021 Annual Meeting, stockholders (1) reelected the Company’s eight directors; (2) approved the Fifth Amendment to the Company’s 2003 Outside Directors Stock Plan; (3) ratified the appointment of Grant Thornton, LLP, as the Company’s independent registered public accounting firm for the 2021 fiscal year; and (4) approved, by non-binding advisory vote, the 2020 compensation of the Company’s named executive officers.
The final results of each of the proposals voted on by the Company’s stockholders are described below:
Proposal No. 1—Election of Directors:
| | | Votes | | | Votes | |
| Proposal | | For | | | Withhold | |
| Election of Eight (8) Directors: | | | | | | | | |
| Thomas P. Bostick | | | 5,460,276 | | | | 460,074 | |
| Dr. Louis F. Centofanti | | | 5,647,403 | | | | 272,947 | |
| Kerry C. Duggan | | | 5,445,607 | | | | 474,743 | |
| Joseph T. Grumski | | | 5,433,472 | | | | 486,878 | |
| Joe R. Reeder | | | 4,425,395 | | | | 1,494,955 | |
| Larry M. Shelton | | | 5,655,762 | | | | 264,588 | |
| Zach P. Wamp | | | 5,639,484 | | | | 280,866 | |
| Mark A. Zwecker | | | 4,230,024 | | | | 1,690,326 | |
There were 2,819,850 broker non-votes for each nominee. The election of directors was determined by a plurality of the votes cast at the meeting. Accordingly, withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on the proposal to elect directors. Each nominee was reelected as a director of the Company, to serve until the Company’s next annual meeting of stockholders or until their respective successors are duly elected and qualified.
Proposal No. 2—Approval of the Fifth Amendment to the Company’s 2003 Outside Directors Stock Plan:
| Votes For | | | Votes Against | | | Votes Abstention | |
| | 5,372,957 | | | | 300,903 | | | | 246,490 | |
There were 2,819,850 broker non-votes on this matter. The affirmative vote of the holders of a majority of the votes cast at the meeting was necessary to approve the Fifth Amendment to the Company’s 2003 Outside Directors Stock Plan. Withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on this proposal.
Proposal No. 3—Ratification of the Appointment of Grant Thornton, LLP as the Independent Registered Public Accounting Firm of the Company for the 2021 Fiscal Year:
| Votes For | | | Votes Against | | | Votes Abstention | |
| | 8,732,219 | | | | 2,325 | | | | 5,656 | |
There were no broker non-votes on this matter. The affirmative vote of the holders of a majority of the votes cast at the meeting was necessary to ratify the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm. Withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on this proposal.
Proposal No. 4—Approval, by an Advisory (Non-Binding) Vote, of the 2020 Compensation of the Company’s Named Executive Officers:
| Votes For | | | Votes Against | | | Votes Abstention | |
| | 5,550,152 | | | | 321,549 | | | | 48,649 | |
There were 2,819,850 broker non-votes on this matter. The affirmative vote of the holders of a majority of the votes cast at the meeting was necessary to approve the advisory vote on executive compensation. Withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on this proposal.
Item 8.01 – Other Events
Board of Director Committees (“Board Committees”)
On July 20, 2021, the Company’s Board of Directors (“the Board”) approved the following revision to the composition of the Board Committees.
Corporate Governance and Nominating Committee
Joe Reeder – Chairman
Thomas Bostick
Kerry Duggan
Zach Wamp
Kerry Duggan became a member of the Corporate Governance and Nominating Committee. The Board has determined that Kerry Duggan is independent under the NASDAQ listing requirements.
Strategic Advisory Committee
Dr. Louis Centofanti – Chairman
Kerry Duggan
Joe Reeder
Mark Zwecker
Kerry Duggan replaced Larry Shelton as a member of the Strategic Advisory Committee.
No changes were made to the composition of the Audit Committee and the Compensation and Stock Option Committee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | PERMA-FIX ENVIRONMENTAL SERVICES, INC. |
| | | |
| | By: | /s/ Ben Naccarato |
| | | Ben Naccarato |
| Dated: July 22, 2021 | | Executive Vice President and Chief Financial Officer |
