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): May 15, 2024
NORTECH SYSTEMS INCORPORATED
(Exact name of registrant as specified in charter)
Minnesota | | 0-13257 | | 41-1681094 |
| (State or other jurisdiction | | (Commission | | IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
7550 Meridian Circle N, Maple Grove, MN 55369
(Address of principal executive offices)
(952) 345-2244
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed from 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):
| ☐ | 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 14-2(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(s) | | Name of each exchange on which registered: |
| Common Stock, par value $.01 per share | | NSYS | | NASDAQ Capital Market |
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. ☐
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 15, 2024, the Company held its annual meeting of shareholders. The items voted on at the meeting and results of such voting are set forth below:
| (1) | The shareholders elected eight directors to serve as members of the Company’s Board of Directors for one-year terms and until their successors are elected and qualified. The shareholders present in person or by proxy cast the following numbers of votes in connection with the election of directors, resulting in the election of all director nominees: |
Nominee | | Votes For | | | Votes Withheld | | | Broker Non-Vote | |
| David B. Kunin | | | 1,584,943 | | | | 22,055 | | | | 533,798 | |
| Ryan P. McManus | | | 1,499,161 | | | | 107,837 | | | | 533,798 | |
| Jay D. Miller | | | 1,479,013 | | | | 127,985 | | | | 533,798 | |
| Amy S. Fredregill | | | 1,583,656 | | | | 23,342 | | | | 533,798 | |
| Dan Sachs | | | 1,584,742 | | | | 22,256 | | | | 533,798 | |
| Stacy A. Kruse | | | 1,583,156 | | | | 23,842 | | | | 533,798 | |
| Jose A. Peris | | | 1,585,267 | | | | 21,731 | | | | 533,798 | |
| Debarah Sen | | | 1,583,656 | | | | 23,342 | | | | 533,798 | |
| (2) | The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Company’s proxy statement. There were 1,576,442 votes cast for the proposal; 22,124 votes cast against the proposal; 8,432 votes abstained; and there were 533,798 broker non-votes. |
| (3) | The shareholders approved an amendment to the 2017 Stock Incentive Plan increasing the shares of Common Stock reserved for issuance from 675,000 to 775,000. There were 1,562,149 votes cast for the proposal; 23,295 votes cast against the proposal; 21,554 votes abstained; and there were 533,798 broker non-votes. |
| (4) | The shareholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. There were 2,122,489 votes cast for the proposal; 314 votes cast against the proposal; 17,993 votes abstained; and there were no broker non-votes. |
Date: May 17, 2024
| | Nortech Systems Incorporated |
| | (Registrant) |
| | |
| | /s/ Andrew D. C. LaFrence |
| | Andrew D. C. LaFrence Chief Financial Officer and SVP Finance |
