UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2024
TECHPRECISION CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-41698 | 51-0539828 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) |
1 Bella Drive
Westminster, MA 01473
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 874-0591
Securities registered or to be 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 $0.0001 per share | TPCS | Nasdaq Capital Market |
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 (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)) |
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. |
On December 19, 2024, TechPrecision Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 9,617,525 shares of the Company’s common stock were entitled to vote as of November 4, 2024, the record date for the Annual Meeting, of which 6,902,634 were present in person or by proxy at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal No. 1: The six directors elected at the Annual Meeting are Andrew A. Levy, John A. Moore, Walter M. Schenker, Alexander Shen, General Victor E. Renuart Jr. and Robert D. Straus by the votes set forth in the tables below.
| Nominees of the Company | For | Withheld | ||||||
| Robert A. Crisafulli | 1,380,466 | 5,486,530 | ||||||
| Andrew A. Levy | 2,397,960 | 4,480,356 | ||||||
| Richard S. McGowan | 774,514 | 6,092,482 | ||||||
| John A. Moore | 2,218,601 | 4,631,385 | ||||||
| Walter M. Schenker | 1,823,120 | 5,053,096 | ||||||
| Alexander Shen | 2,408,692 | 4,468,724 | ||||||
| Nominees of Wynnefield Partners Small Cap Value, L.P. I and affiliates | For | Withheld | ||||||
| General Victor E. Renuart Jr. | 5,824,308 | 1,039,069 | ||||||
| Robert D. Straus | 5,558,837 | 1,303,340 | ||||||
Proposal No. 2: The amendment to the Company’s 2016 Long-Term Incentive Plan to increase the number of shares available for issuance was not approved by the Company’s stockholders based on the votes set forth in the table below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,701,730 | 3,566,021 | 1,623,202 | 11,681 | |||||||||||
Proposal No. 3: The selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending on March 31, 2025 was ratified by the Company’s stockholders by the votes set forth in the table below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 6,514,155 | 65,851 | 322,628 | 0 | |||||||||||
Proposal No. 4: The compensation of the Company’s Named Executive Officers as disclosed in the Company’s Proxy Statement dated November 26, 2024 was not approved on a non-binding, advisory basis by the Company’s stockholders based on the votes set forth in the table below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,165,354 | 4,982,097 | 743,502 | 11,681 | |||||||||||
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.
| TECHPRECISION CORPORATION | ||
| Date: December 23, 2024 | By: | /s/ Richard R. Roomberg |
| Name: | Richard R. Roomberg | |
| Title: | Chief Financial Officer | |
