Bylaw Amendment · 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):   October 22 , 2024   STANDEX INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter)       Delaware   1-7233   31-0596149 (State or other jurisdiction of incorporation or organization)   (Commission File Number)   (IRS Employer Identification No.)   23 Keewaydin Drive , Salem , New Hampshire   03079 (Address of principal executive offices)   (Zip Code)   Registrant ’ s telephone number, including area code: ( 603 ) 893-9701 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 , Par Value $1.50 Per Share SXI New York Stock Exchange   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))   Emerging growth company   ☐   If an emerging growth company, indicates 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.  ☐         Standex International Corporation     SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT   ITEM 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year   Effective October 22, 2024, the Shareholders of Standex International Corporation (the “Company”) approved an amendment to Article III, Section 1 of the Company’s Amended and Restated By-Laws (the “By-Law Amendment”). The By-Law Amendment provides the Board of Directors, in addition to the Shareholders, the authority to set the number of directors within a prescribed range. The Company’s Amended and Restated By-Laws, reflecting the By-Law Amendment, is attached as Exhibit 3.1.   ITEM 5.07 (a) and Item 5.07 (b)           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   The Company held its Annual Meeting of Stockholders on October 22, 2024. The number of common shares represented at the Annual Meeting of Stockholders was 11,226,864. The stockholders voted on the following proposals:   Proposal I – To elect three Directors to three-year terms ending on the date of the Annual Meeting of Stockholders in 2027:   Nominee   For     Against     Abstain     Non-Vote   For a three-year term                                 Robin J. Davenport     10,675,855       48,588       2,363       500,059   B. Joanne Edwards     10,160,343       564,078       2,385       500,059   Jeffrey S. Edwards     10,431,970       292,047       2,788       500,059     Proposal II – To approve an Amendment of the Amended & Restated 2018 Omnibus Incentive Plan to add 450,000 additional shares:   For     10,310,193   Against     412,677   Abstain     3,936   Non-Vote     500,059     Proposal III – Advisory vote on the Company’s executive compensation:   For     10,630,335   Against     87,816   Abstain     8,655   Non-Vote     500,059           Proposal IV – To approve an Amendment of the Company’s By-Laws to provide the Board of Directors, in addition to the shareholders, with the authority to set the number of directors within a prescribed range:   For     10,995,548   Against     225,214   Abstain     6,102     Proposal V – Ratification of appointment of Deloitte & Touche, LLP as Independent Public Accountants of the Company for the fiscal year ending June 30, 2025:   For     10,964,181   Against     260,440   Abstain     2,244     SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS   ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS   (d) Exhibits – The following exhibit is provided as part of the information furnished under Item 5.03 of this Current Report on Form 8-K.       Exhibit No . Description         3.1 Standex International Corporation Amended and Restated By-Laws, effective October 22, 2024.         104 Cover Page Interactive Data File (embedded within the Inline XBRL document)         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 thereunto duly authorized.   STANDEX INTERNATIONAL CORPORATION (Registrant)       /s/ Ademir Sarcevic     Ademir Sarcevic     Chief Financial Officer           Date: October 28, 2024           Signing on behalf of the registrant and as principal financial officer