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 8, 2024
Universal Stainless & Alloy Products, Inc.
(Exact name of registrant as specified in its charter)
| | Delaware | | 001-39467 | | 25-1724540 | |
| | (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) | |
| | 600 Mayer Street, Bridgeville, Pennsylvania | | 15017 | |
| | (Address of principal executive offices) | | (Zip code) | |
Registrant's telephone number, including area code: (412) 257-7600
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.):
| ☐ | 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 Exchange Act:
| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.001 per share | | USAP | | The Nasdaq Stock Market, LLC |
| Preferred Stock Purchase Rights | | | | The Nasdaq Stock Market, LLC |
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 May 8, 2024, Universal Stainless & Alloy Products, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Below are the voting results for each matter submitted for a vote of the Company’s stockholders at the Annual Meeting:
1. Election of Directors:
NAME | | FOR | | | WITHHELD | | | BROKER NON-VOTES | |
| Dennis M. Oates | | | 4,724,234 | | | | 642,155 | | | | 2,086,863 | |
| Christopher L. Ayers | | | 5,113,517 | | | | 252,872 | | | | 2,086,863 | |
| Judith L. Bacchus | | | 5,170,653 | | | | 195,736 | | | | 2,086,863 | |
| M. David Kornblatt | | | 4,654,831 | | | | 711,558 | | | | 2,086,863 | |
| Udi Toledano | | | 4,381,076 | | | | 985,313 | | | | 2,086,863 | |
| Christopher M. Zimmer | | | 5,193,962 | | | | 172,427 | | | | 2,086,863 | |
2. Advisory, non-binding resolution to approve the compensation of the Company’s named executive officers:
FOR | | | AGAINST | | | ABSTENTIONS | | | BROKER NON-VOTES | |
| 5,283,278 | | | | 73,410 | | | | 9,701 | | | | 2,086,863 | |
3. Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accountants for 2024:
FOR | | | AGAINST | | | ABSTENTIONS | |
| 7,419,420 | | | | 31,934 | | | | 1,898 | |
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 hereunto duly authorized.
| | UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. | |
| | | | |
| | | | |
| | By: | /s/ John J. Arminas | |
| | | John J. Arminas | |
| | | Vice President, General Counsel and Secretary | |
Dated: May 14, 2024
