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8-KThe WireRed Alert

Executive Change · Shareholder Vote

Filed Mar 17, 2025 · 1y ago · Accession 0001558370-25-003075

Plain English

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

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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 (Date of earliest event reported): March 13 , 2025 ​ Hurco Companies, Inc. (Exact Name of Registrant as Specified in Its Charter) ​ Indiana (State or Other Jurisdiction of Incorporation) ​ ​ ​ 0-9143 35-1150732 (Commission File Number) (IRS Employer Identification No.) ​ ​ ​ One Technology Way Indianapolis , Indiana 46268 (Address of Principal Executive Offices) (Zip Code) ​ ( 317 ) 293-5309 ( 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 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, no par value HURC The Nasdaq Stock Market LLC ​ 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. ​ At the Annual Meeting of Shareholders of Hurco Companies, Inc. (the “Company”) held on March 13, 2025 (the “Annual Meeting”), the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated 2016 Equity Incentive Plan (the “2016 Plan”) to add an additional 850,000 shares to the 2016 Plan’s share reserve . In January 2025, the Board of Directors of the Company approved the proposed amendment to the 2016 Plan and directed that the amendment be submitted to shareholders of the Company for approval at the Annual Meeting. A description of the amendment to the 2016 Plan was included in “Proposal 3. Approval of the Amendment to the Amended and Restated Hurco Companies, Inc. 2016 Equity Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 29, 2025. ​ Item 5.07 Submission of Matters to a Vote of Security Holders. ​ The Company held its Annual Meeting on March 13, 2025.  The shareholders: ​ ● elected all eight of the Company’s nominees for director to serve until the next Annual Meeting of Shareholders; ● approved, on an advisory basis, the compensation for the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting; ● approved the proposed amendment to the 2016 Plan to add a n additional 850,000 shares to the 2016 Plan’s share reserve ; and ● ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2025. ​ Shares were voted on these proposals as follows: ​ For Withheld Broker Non-Votes ​ Election of Directors: ​ ​ ​ ​ Michael Doar 4,040,937 339,590 713,537 ​ Cynthia Dubin 4,294,554 85,973 713,537 ​ Timothy J. Gardner 4,260,921 119,606 713,537 ​ Jay C. Longbottom 4,259,463 121,064 713,537 ​ Richard Porter 3,943,438 437,089 713,537 ​ Benjamin Rashleger 4,321,931 58,596 713,537 ​ Janaki Sivanesan 4,287,473 93,054 713,537 ​ Gregory S. Volovic 4,290,575 89,952 713,537 ​ ​ ​ ​ ​ ​ ​ For Against Abstentions Broker Non-Votes Advisory vote to approve executive compensation: 3,914,992 303,379 162,156 713,537 ​ ​ ​ ​ ​ ​ For Against Abstentions Broker Non-Votes Approval of amendment to the 2016 Plan: 4,114,178 241,071 25,278 713,537 ​ ​ ​ ​ ​ ​ For Against Abstentions Broker Non-Votes Ratification of appointment of public accounting firm: 5,023,775 62,827 7,462 0 Item 9.01 Financial Statements and Exhibits. ​ Exhibit Index ​ 10.1 ​ Hurco Companies, Inc. 2016 Equity Incentive Plan, as amended and restated as of March 10, 2022, and as further amended March 13, 2025 (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on March 13, 2025) ​ ​ ​ 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.     Dated: March 17, 2025       HURCO COMPANIES, INC.             By: /s/ Sonja K. McClelland _______________     Sonja K. McClelland, Executive Vice President, Treasurer and Chief Financial Officer ​ ​ ​ ​ ​ ​
Filing details
Ticker
HURC
CIK
315374
Form type
8-K
Filing date
Mar 17, 2025
Report date
Mar 13, 2025
Document
hurc-20250313x8k.htm
Size
195 KB