8-KThe WireRed Alert
Executive Change · Shareholder Vote
Filed Dec 15, 2025 · 6mo ago · Accession 0001174947-25-001424
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, DC 20549
_________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
_________________________________
Date of Report
December 15, 2025
(Date of earliest event reported)
EVI Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-14757
11-2014231
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)
4500 Biscayne Blvd. , Suite 340
Miami , Florida
33137
(Address of principal executive offices)
(Zip Code)
(305) 402-9300
(Registrant’s telephone number, including area
code)
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 13e4(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, $.025 par value
EVI
NYSE American
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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below, at the Annual Meeting of Stockholders
(the “Annual Meeting”) of EVI Industries, Inc. (the “Company”) held on December 15, 2025, the Company’s
stockholders approved the EVI Industries, Inc. 2025 Equity Incentive Plan (the “2025 Plan”). Employees, officers, directors
and consultants of the Company and its subsidiaries, including the Company’s Chief Executive Officer, Chief Financial Officer and
other Named Executive Officers (as defined in Item 402 of Regulation S-K promulgated by the Securities and Exchange Commission), are eligible
for selection by the Compensation Committee of the Company’s Board of Directors to receive awards under the 2025 Plan. A description
of the material terms of the 2025 Plan is included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on, and distributed to the Company’s stockholders commencing on or about, November 20, 2025 in connection
with the Annual Meeting (the “Proxy Statement”), and is incorporated herein by reference. Such description does not purport
to be complete, is a summary only and is qualified in its entirety by reference to the full text of the 2025 Plan, which is attached as
Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
At the Annual Meeting, the Company’s stockholders
(i) approved the election of the six director nominees nominated by the Company’s Board of Directors, each for a term expiring at
the Company’s 2026 Annual Meeting of Stockholders and until his successor is elected and qualified, (ii) approved the 2025 Plan,
(iii) approved, on a non-binding, advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the
Proxy Statement, and (iv) voted, on a non-binding, advisory basis, for future stockholder advisory votes on Named Executive Officer compensation
to be held every three years. Set forth below are the final voting results for each matter.
Proposal 1: Election of Directors
Director Nominee
Votes
For
Votes
Withheld
Broker
Non-
Votes
Henry M. Nahmad
11,369,438
944,298
0
Dennis Mack
11,656,579
657,157
0
David Blyer
11,018,986
1,294,750
0
Glen Kruger
11,372,101
941,635
0
Timothy P. LaMacchia
11,430,541
883,195
0
Hal M. Lucas
11,249,510
1,064,226
0
Proposal 2: Approval of the EVI Industries, Inc. 2025 Equity Incentive
Plan
Votes
For
Votes
Against
Abstentions
Broker
Non-Votes
8,379,891
3,100,155
833,690
0
Proposal 3: Approval, on a Non-Binding, Advisory
Basis, of the Compensation of the Company’s Named Executive Officers
Votes
For
Votes
Against
Abstentions
Broker
Non-Votes
8,896,676
2,497,336
919,724
0
Proposal 4: Non-Binding, Advisory Vote on
the Frequency of Future Stockholder Advisory Votes on Named Executive Officer Compensation
Every
Year
Every
Two
Years
Every
Three
Years
Abstentions
Broker
Non-Votes
4,100,083
86,402
7,289,432
837,819
0
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits .
Exhibit No.
Description
Exhibit 10.1
EVI Industries, Inc. 2025 Equity Incentive Plan
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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.
EVI INDUSTRIES, INC.
Dated: December 15, 2025
By:
/s/ Robert H. Lazar
Robert H. Lazar
Chief Financial Officer
Filing details
- Company
- EVI INDUSTRIES, INC.
- Ticker
- EVI
- CIK
- 65312
- Form type
- 8-K
- Filing date
- Dec 15, 2025
- Report date
- Dec 15, 2025
- Document
- form8k-34987_evi.htm
- Size
- 305 KB