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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): | May 6, 2019 |
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| AROTECH CORPORATION |
| (Exact name of registrant as specified in its charter) |
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| Delaware | | 0-23336 | | 95-4302784 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
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| 1229 Oak Valley Drive, Ann Arbor, Michigan | | 48108 |
| (Address of principal executive offices) | | (Zip Code) |
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| Registrant’s telephone number, including area code: | | 800 281-0356 |
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| (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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 (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. ☐
SEC 873 (09/17)
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Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number. |
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| Item 2.02 | Results of Operations and Financial Condition. |
On May 8, 2019, Arotech Corporation (the “Registrant”) publicly disseminated an earnings release (the “Release”) announcing its financial results for the quarter ended March 31, 2019. A copy of the Release is attached as Exhibit 99.1 hereto.
The information included in the attached Exhibit 99.1 is being furnished pursuant to Item 2.02 of Form 8-K, insofar as it discloses historical information regarding the Registrant’s results of operations and financial condition as of and for the quarter ended March 31, 2019. In accordance with General Instructions B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 6, 2019, at the Annual Meeting of Stockholders of the Registrant, the stockholders of the Registrant voted on the following proposals with the following results:
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| | | Votes For | | | Votes Withheld | |
| Kenneth W. Cappell | | 10,750,171 | | | 1,451,932 | |
| Adm. James J. Quinn | | 10,331,609 | | | 1,870,494 | |
| (Directors whose terms of office continued after the meeting were Jon B. Kutler and Lawrence F. Hagenbuch) | |
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| 2. | Ratifying the appointment of BDO USA, LLP as the Company’s independent accountants for the fiscal year ending December 31, 2019. |
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| Votes For | | | Votes Against | | | Abstentions | |
| | 19,605,368 | | | | 1,754,825 | | | | 43,849 | |
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| 3. | Adopting the 2019 Equity Incentive Plan. |
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| Votes For | | | Votes Against | | | Abstentions | | | | Broker Non-Votes | |
| | 5,613,858 | | | | 6,420,559 | | | | 167,686 | | | | 9,201,939 | |
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| 4. | Approving, on an advisory basis, the compensation of the Company’s named executive officers (“say-on-pay”). |
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| Votes For | | | Votes Against | | | Abstentions | | | | Broker Non-Votes | |
| | 8,656,976 | | | | 3,380,160 | | | | 164,967 | | | | 9,201,939 | |
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| 5. | Recommending, on an advisory basis, the frequency of executive compensation votes. |
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| 1 Year | | | 2 Years | | | 3 Years | | | | Abstentions | |
| | 6,433,738 | | | | 391,369 | | | | 5,147,198 | | | | 229,798 | |
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| Item 9.01 | Financial Statements and Exhibits. |
As described above, the following Exhibits are furnished as part of this Current Report on Form 8-K:
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Exhibit
Number | Description |
| 99.1 | |
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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| | AROTECH CORPORATION | |
| | (Registrant) | |
| | /s/ Yaakov Har-Oz |
| | Name: | Yaakov Har-Oz |
| | Title: | Senior Vice President and General Counsel |
Dated: May 8, 2019
