FilingIndex
8-KThe WireRoutine

Shareholder Vote

Filed Dec 28, 2021 · 4y ago · Accession 0001564590-21-061405

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 28, 2021   THE LGL GROUP, INC . (Exact Name of Registrant as Specified in Charter)       Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)       2525 Shader Road , Orlando , FL 32804 (Address of Principal Executive Offices) (Zip Code)   Registrant’s Telephone Number, Including Area Code: ( 407 ) 298-2000 (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, par value $0.01   LGL   New York Stock Exchange           Warrants to Purchase Common Stock, par value $0.01   LGL WS   New York Stock Exchange   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. On December 28, 2021, The LGL Group, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). The following matters were submitted to a vote of the Company’s stockholders at the Annual Meeting: (i) the election of eight directors to serve until the Company’s 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualify; (ii) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; (iii) a non-binding advisory resolution to approve the compensation of the Company’s named executive officers; (iv) adoption and approval of the LGL Group, Inc. 2021 Incentive Plan; and (v) approval of an amendment to our certificate of incorporation to increase the number of authorized shares of common stock. The five proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 6, 2021 (the “Definitive Proxy Statement”). Each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote of the Company’s stockholders. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable. Nominee For Withheld Broker Non-Votes Marc Gabelli . 2,741,275 114,532 1,037,574 Timothy Foufas 2,793,004 62,803 1,037,574 Donald H. Hunter 2,749,381 106,426 1,037,574 Manjit Kalha 2,720,925 134,882 1,037,574 Ivan Arteaga 2,782,304 73,503 1,037,574 Bel Lazar 2,782,311 73,496 1,037,574 Michael Ferrantino 2,852,304 3,503 1,037,574 John Mega 2,748,481 107,326 1,037,574       Proposal For Against Abstain Broker Non-Votes Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 3,831,629 767 60,985 −   Proposal For Against Abstain Broker Non-Votes Non-binding advisory resolution to approve the compensation of the Company’s named executive officers 2,772,720 76,861 6,226 1,037,574   Proposal For Against Abstain Broker Non-Votes Adoption and approval of the LGL Group, Inc. 2021 Incentive Plan 2,412,454 437,085 6,268 1,037,574   Proposal For Against Abstain Broker Non-Votes Approval of the amendment to our certificate of incorporation to increase the number of authorized shares of common stock 3,229,324 662,688 1,369 −       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.   December 28, 2021 THE LGL GROUP, INC.           By: /s/ James W. Tivy     Name: James W. Tivy     Title: Chief Financial Officer
Filing details
Ticker
LGL-RW
CIK
61004
Form type
8-K
Filing date
Dec 28, 2021
Report date
Dec 28, 2021
Document
lgl-8k_20211228.htm
Size
216 KB