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 Act of 1934
Date of Report (Date of earliest event reported): December 30, 2019
ENGlobal Corporation
(Exact name of registrant as specified in its charter)
| Nevada | | 001-14217 | | 88-0322261 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
654 N. Sam Houston Parkway E. Suite 400 Houston, Texas | | 77060-5914 |
| (Address of principal executive offices) | | (Zip Code) |
(281) 878-1000
(Registrant’s telephone number, including area code)
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) |
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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 240.14-2(b)) |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c)) |
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, $0.001 par value | | ENG | | 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.
ENGlobal Corporation (the “Company” or “ENGlobal”) held its 2019 Annual Meeting of Stockholders on December 30, 2019. The following proposals were submitted to the holders of the Company’s common stock (the “Common Stock”) for a vote:
| | ● | The election of five directors to the Board of Directors of ENGlobal, |
| | | |
| | ● | The ratification of the appointment of Moss Adams, LLP as the independent auditors of ENGlobal for fiscal year 2019, |
| | | |
| | ● | A non-binding say-on-pay advisory vote on the compensation of ENGlobal’s named executive officers, and |
| | | |
| ● | A non-binding say-on-frequency advisory vote on the frequency of future advisory votes on the compensation of ENGlobal’s named executive officers. |
The results of such votes were as follows:
1. The following votes were cast in the election of the Board of Directors:
| Name of Nominee | | Number of Votes
Voted For | | Number of Votes
Withheld |
| William A. Coskey, P.E. | | 13,335,050 | | 172,360 |
| David W. Gent, P.E. | | 13,132,032 | | 375,378 |
| Randall B. Hale | | 13,236,370 | | 271,040 |
| David C. Roussel | | 12,137,830 | | 1,369,580 |
| Kevin M. Palma | | 13,135,050 | | 182,360 |
The number of broker non-votes for all directors was 9,266,831.
2. The following votes were cast in the ratification of the appointment of Moss Adams, LLP as the independent auditors of the Company for fiscal year 2019:
Number of Votes
Voted For | | | Number of Votes
Voted Against | | | Number of Votes
Abstaining | | | Broker Non-Votes | |
| | 22,059,602 | | | | 355,594 | | | | 359,045 | | | | — | |
3. The following advisory (non-binding) votes were cast to approve the compensation of ENGlobal’s named executive officers; and
Number of Votes Voted For | | | Number of Votes Voted Against | | | Number of Votes Abstaining | | | Number of Broker Non-Votes | |
| | 13,137,770 | | | | 199,552 | | | | 170,088 | | | | 9,266,831 | |
4. The following advisory (non-binding) votes were cast to approve the frequency of future advisory votes on the compensation of ENGlobal’s named executive officers.
Number of Votes 1 Year | | | Number of Votes 2 Years | | | Number of Votes 3 Years | | | Number of Votes Abstaining | |
| | 1,622,982 | | | | 1,041,487 | | | | 10,628,786 | | | | 214,155 | |
Consistent with the votes at the 2019 Annual Meeting of Stockholders, the Company has determined to hold a non-binding say-on-pay advisory vote on the compensation of its named executive officers every three years until the next require vote on the frequency of shareholder votes on the compensation of executives.
SIGNATURE
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 thereunto duly authorized.
| | ENGlobal Corporation |
| | |
| Dated: December 30, 2019 | /s/ Mark A. Hess |
| Mark A. Hess Chief Financial Officer, Corporate Secretary and Treasurer |
