Shareholder Vote

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) September 11, 2019 Transcat, Inc . (Exact name of registrant as specified in its charter) Ohio 000-03905 16-0874418 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 35 Vantage Point Drive, Rochester, New York 14624 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 585-352-7777 (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: [ ] 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 Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.50 par value TRNS Nasdaq Global 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. ☐ Item 5.07 Submission of Matters to a Vote of Security Holders. At the annual meeting of shareholders of Transcat, Inc. (the “Company”) held on September 11, 2019, the Company’s shareholders voted on the matters described below. Proposal 1. The Company’s shareholders elected the following nominees as directors, each to serve for a three-year term expiring in 2022. Director Nominee Votes For Authority Withheld Broker Non-Votes Charles P. Hadeed 5,608,329 54,308 1,018,977 Paul D. Moore 5,605,353 57,284 1,018,977 Angela J. Panzarella 5,536,770 125,867 1,018,977 Proposal 2. The Company’s shareholders approved the proposal to fix the number of directors constituting the board of directors at ten. Votes For Votes Against Votes Abstained Broker Non-Votes 5,616,216 46,406 15 1,018,977 Proposal 3. The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers. Votes For Votes Against Votes Abstained Broker Non-Votes 5,522,834 97,369 42,434 1,018,977 Proposal 4. The Company’s shareholders determined, on an advisory basis, that future advisory votes on the compensation of the Company’s named executive officers shall be held every year. 1 Year 2 Years 3 Years Votes Abstained Broker Non-Votes 5,181,108 55,306 413,904 12,319 1,018,977 Proposal 5. The Company’s shareholders ratified the selection of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2020. Votes For Votes Against Votes Abstained 6,670,398 8,765 2,451 As indicated above, at the 2019 annual meeting, the Company’s shareholders voted, on an advisory basis, for “1 Year” as their preferred frequency for conducting future advisory votes on executive compensation. As a result of the voting preference of the Company’s shareholders on this proposal and a resolution of the Board of Directors to utilize the frequency that received the highest number of votes cast, the Company will conduct an advisory vote on the compensation of its named executive officers every year. The next required advisory vote on the frequency of future advisory votes on executive compensation will take place no later than the 2025 annual meeting of shareholders. 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. TRANSCAT, INC. Dated: September 13, 2019 By: /s/ Michael J. Tschiderer Michael J. Tschiderer Vice President of Finance and Chief Financial Officer