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 |
| Date of Report (Date of earliest event reported): November 24, 2020 (November 23, 2020) |
| SURGE COMPONENTS, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-27688 | 11-2602030 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 95 East Jefryn Blvd., Deer Park, New York | 11729 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (631) 595-1818
| |
| 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: | |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-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. |
| N/A | N/A | N/A |
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 November 23, 2020, Surge Components, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders (i) re-elected Ira Levy, Steven J. Lubman, Lawrence Chariton, Peter Levy, Gary Jacobs, Alan Plafker and Martin Novick as directors of the Company, to hold office until the 2021 annual meeting of stockholders, (ii) ratified the appointment of Seligson & Giannattasio, LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2020 and, (iii) approved the compensation of the Company’s named executive officers.
Set forth below are the final voting results for each of the proposals:
Proposal No. 1 – Election of directors
Ira Levy, Steven J. Lubman, Lawrence Chariton, Peter Levy. Gary Jacobs, Alan Plafker and Martin Novick were elected to serve as directors of the Company until the 2021 annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The voting results were as follows:
| For | Withhold | Broker Non-Vote | |
| (1) Ira Levy | 2,747,786 | 86,098 | 1,125,485 |
| (2) Steven J. Lubman | 2,747,786 | 86,098 | 1,125,485 |
| (3) Alan Plafker | 2,712,820 | 121,064 | 1,125,485 |
| (4) Martin Novak | 2,785,890 | 47,994 | 1,125,485 |
| (5) Lawrence Chariton | 2,747,170 | 86,714 | 1,125,485 |
| (6) Peter A. Levy | 2,785,890 | 47,994 | 1,125,485 |
| (7) Gary M. Jacobs | 2,820,240 | 13,644 | 1,125,485 |
Proposal No. 2 – Ratification of appointment of independent registered public accounting firm
The appointment of Seligson & Giannattasio, LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2020 was ratified. The voting results were as follows:
| For | Against | Abstain |
| 3,946,934 | 10,476 | 1,959 |
Proposal No. 3 – Advisory vote regarding the approval of compensation paid to named executive officers
The compensation of the Company’s named executive officers was approved, on an advisory basis. The voting results were as follows:
| For | Against | Abstain | Broker Non-Vote |
| 2,728,382 | 98,386 | 7,116 | 1,125,485 |
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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.
| SURGE COMPONENTS, INC. | |||
| Date: November 24, 2020 | By: | /s/ Ira Levy | |
| Name: Ira Levy | |||
| Title: Chief Executive Officer | |||
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