8-KThe WireRed Alert
Executive Change · Shareholder Vote
Filed Nov 17, 2015 · 10y ago · Accession 0001174947-15-001679
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 13, 2015
ENVIROSTAR, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-14757
11-2014231
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
290 N.E. 68 Street, Miami, Florida
33138
(Address of principal executive offices)
(Zip Code)
Registrant’s
telephone number, including area code: (305) 754-4551
Not applicable
(Former name or former address, if changed since 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 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))
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described under Item
5.07 below, at the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of EnviroStar, Inc. (the “Company”)
held on November 13, 2015, the Company’s stockholders approved the EnviroStar, Inc. 2015 Equity Incentive Plan (the “Plan”).
A description of the material terms and conditions of the Plan is set forth on pages 16 through 21 of the Company’s Definitive
Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 14, 2015 (the “Proxy Statement”).
Such description is filed as Exhibit 99.1 hereto and is incorporated herein by reference. In addition, the full text of the Plan
is attached as Appendix A to the Proxy Statement, is filed as Exhibit 10.1 hereto and is incorporated herein by reference. A form
of the Notice of Grant and Restricted Stock Agreement pursuant to which restricted stock awards may be granted under the Plan is
filed as Exhibit 10.2 hereto and is incorporated herein by reference. A form of the Notice of Grant and Stock Option Agreement
pursuant to which stock options may be granted under the Plan is filed as Exhibit 10.3 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote
of Security Holders.
At the Annual Meeting held
on November 13, 2015, the following proposals were submitted to a vote of the Company’s stockholders: (i) the election of
seven directors, each for a term expiring at the Company’s 2016 Annual Meeting of Stockholders; and (ii) the approval of
the Plan. A summary of the voting results on such proposals is set forth below.
Proposal 1: Election of Directors
Director Nominee
Votes
For
Votes
Withheld
Broker
Non-
Votes
Henry M. Nahmad
4,610,994
243,320
0
Michael S. Steiner
4,609,994
244,320
0
Venerando J. Indelicato
4,609,356
244,958
0
David Blyer
4,758,759
95,555
0
Alan M. Grunspan
4,758,688
95,626
0
Hal M. Lucas
4,809,459
44,855
0
Todd Oretsky
4,808,759
45,555
0
Proposal 2: Approval of EnviroStar, Inc.
2015 Equity Incentive Plan
Votes
For
Votes
Against
Abstentions
Broker
Non-Votes
4,553,417
280,968
19,929
0
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 EnviroStar, Inc. 2015 Equity Incentive Plan (incorporated by reference to Appendix A of the Company’s
Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 14, 2015)
10.2 Notice of Grant and Restricted Stock Agreement under EnviroStar, Inc. 2015 Equity Incentive Plan
10.3 Notice of Grant and Stock Option Agreement under EnviroStar, Inc. 2015 Equity Incentive Plan
99.1 Description of EnviroStar, Inc. 2015 Equity Incentive Plan (incorporated by reference to pages
16-21 of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October
14, 2015)
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.
ENVIROSTAR, INC.
Date: November 17, 2015
By:
/s/ Venerando J. Indelicato
Venerando J. Indelicato,
Chief Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit
Description
10.1
EnviroStar, Inc. 2015 Equity Incentive Plan (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 14, 2015)
10.2
Notice of Grant and Restricted Stock Agreement under EnviroStar, Inc. 2015 Equity Incentive Plan
10.3
Notice of Grant and Stock Option Agreement under EnviroStar, Inc. 2015 Equity Incentive Plan
99.1
Description of EnviroStar, Inc. 2015 Equity Incentive Plan (incorporated by reference to pages 16-21 of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 14, 2015)
Filing details
- Company
- EVI INDUSTRIES, INC.
- Ticker
- EVI
- CIK
- 65312
- Form type
- 8-K
- Filing date
- Nov 17, 2015
- Report date
- Nov 13, 2015
- Document
- form8k-14828_envi.htm
- Size
- 78 KB