FilingIndex
8-KThe WireRoutine

Bylaw Amendment · Shareholder Vote

Filed Dec 7, 2021 · 4y ago · Accession 0001558370-21-016588

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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) December 6, 2021 ​ NAPCO SECURITY TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) ​ Delaware      0-10004      11-2277818 (State or other jurisdiction of   (Commission File Number)   (IRS Employer Identification No.) incorporation) ​ ​ ​ ​ ​ 333 Bayview Avenue , Amityville , New York 11701 (Address of principal executive offices) ​ Registrant’s telephone number, including area code  ( 631 ) 842-9400 ​ (Former name and former address if changed from last report) ​ 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 $0.01 per share NSSC Nasdaq Stock Market ​ 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)) ​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (section 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 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the annual meeting of the stockholders of Napco Security Technologies, Inc. (the “Company”) held on December 6, 2021 (“Annual Meeting”), Stockholders approved an amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares the Company may issue to 100,000,000 shares of common stock, $.01 par value per share. A copy of the Amendment is furnished as Exhibit 3 (iv). ​ Item 5.07. Submission of Matters to a Vote of Security Holders. The matters voted on at the Annual Meeting and the results thereof were as follows: Proposal 1: Election of directors. The following individuals were elected to the Company’s Board of Directors to hold office until the Annual Meeting after the 2024 fiscal year. ​      For      Withheld      Broker Non-Votes Paul Beeber ​ 14,341,583 ​ 1,496,388 ​ 1,299,400 Donna Soloway ​ 14,112,516 ​ 1,725,455 ​ 1,299,400 Rick Lazio ​ 14,972,993 ​ 864,978 ​ 1,299,400 ​ Proposal 2: Approval of an Amendment to the Company Certificate of Incorporation to increase the number of authorized shares. For      Against      Abstain 15,501,172 ​ 1,629,921 ​ 6,278 ​ Proposal 3: Ratification of the selection of Baker Tilly Virchow Krause LLP as the Company’s independent registered public accountants for fiscal 2022. For      Against      Abstain      Broker Non-Votes 17,030,075 ​ 92,254 ​ 15,042 ​ --- ​ ​ Item 8.01. Other Events. On December 6, 2021, the Company’s Board of Directors authorized a 100% stock dividend to all holders of record (other than treasury shares) on December 20, 2021, which will be distributed on January 4, 2022. As a result of the stock dividend, shareholders will receive one additional share of common stock for every one share held on the record date. Upon distribution of the dividend, the total number of shares outstanding will increase from 18,353,584 to 36,707,168. ​ Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No.      Description Exhibit 3(iv) ​ Amendment to the Amended and Restated Certificate of Incorporation Exhibit 99.1 ​ Press Release ​ ​ ​ ​ 1 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 thereunder duly authorized. ​   NAPCO SECURITY TECHNOLOGIES, INC.   (Registrant)         Date: December 7, 2021 By: /s/ Kevin S. Buchel     Kevin S. Buchel     Executive Vice President-Operations and Chief Financial Officer ​ ​ ​ 2
Filing details
Ticker
NSSC
CIK
69633
Form type
8-K
Filing date
Dec 7, 2021
Report date
Dec 6, 2021
Document
nssc-20211206x8k.htm
Size
197 KB