Smith-Midland (SMID) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): June 1, 2022

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SMITH-MIDLAND CORPORATION

(Exact Name of Registrant as Specified in Charter)

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Delaware	1-13752	54-1727060
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

P.O. Box 300, 5119 Catlett Road

Midland, Virginia 22728

(Address of principal executive offices)

(540) 439-3266

(Registrant’s telephone number, including area code)

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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:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value per share	SMID	NASDAQ

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 Submission of Matters to A Vote of Security Holders

The Company held its Annual Meeting of Stockholders on June 1, 2022. The final results of the voting for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:

Proposal No. 1.

The Board of Directors’ nominees were elected to serve as directors until the next Annual Meeting or until each of their respective successors is duly elected and qualified by the votes set forth below:

	For		Withheld		Non Votes
Ashley B. Smith		1,328,810		123,273		1,179,238
Wesley A. Taylor		1,247,472		204,611		1,179,238
James Russell Bruner		1,401,062		51,021		1,179,238
Richard Gerhardt		1,409,497		42,586		1,179,238

Proposal No. 2.

The Stockholders ratified the selection of DIXON HUGHES GOODMAN LLP (now known as FORVIS, LLP based on the merger on June 1, 2022) as the independent registered public accounting firm for the Company for the year ending December 31, 2022 by the votes set forth below:

For	Against	Abstain	Non Votes
2,586,167	44,686	468	—

Proposal No. 3.

The Stockholders voted, on an advisory basis, on the compensation of our named executive officers by the votes set forth below:

For	Against	Abstain	Non Votes
1,420,956	11,975	19,154	1,179,236

Proposal No. 4.

The Stockholders voted, on an advisory basis, on the frequency of advisory votes on executive compensation for our named executive officers in future years, by the votes set forth below:

1 Year	2 Years	3 Years	Abstain	Non Votes
347,837	22,962	1,070,085	8,198	1,182,239

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.

Date:  June 3, 2022
	SMITH-MIDLAND CORPORATION
	By:	/s/ Adam J. Krick
		Adam J. Krick Chief Financial Officer