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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
  June 18, 2025  
Date of Report (Date of earliest event reported)
InTest Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-36117 22-2370659
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
804 East Gate Drive, Suite 200, Mt. Laurel, New Jersey 08054
(Address of Principal Executive Offices, including zip code)
  (856) 505-8800  
(Registrant's Telephone Number, including area code)
  N/A  
(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:
o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share INTT NYSE American
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 o
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. o On June 18, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of InTest Corporation (the “Company”), the stockholders voted on the matters described below.



Item 5.07.    Submission of Matters to a Vote of Security Holders.
As of close of business on April 21, 2025, the record date for the Annual Meeting, there were 12,494,760 shares of the Company's common stock issued and outstanding and entitled to vote. At the Annual Meeting, there were present in person or by proxy 9,891,524 shares of the Company's common stock, which constituted a quorum to conduct business at the meeting. The voting results for each proposal are set forth below.
1.Election of the five director nominees, with each director to serve until the next annual meeting of stockholders and until the election and qualification of such director’s successor.
Each nominee for director was elected by a vote of the stockholders as follows:
Nominee Votes For Vote Withheld Broker Non-Votes
Steven J. Abrams, Esq. 6,170,804 957,241 2,763,479
Jeffrey A. Beck 7,037,756 90,289 2,763,479
Joseph W. Dews IV 6,950,042 178,003 2,763,479
Richard N. Grant, Jr. 7,026,945 101,100 2,763,479
Gerald J. Maginnis 6,965,280 162,765 2,763,479
2.Ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025
The proposal was approved by a vote of stockholders as follows:
Votes For Votes Against Votes Abstained
9,801,356 49,530 40,638
3.Approval, on an advisory basis, of the compensation of our named executive officers:
Votes For Votes Against Vote Abstained Broker Non-Votes
5,610,149 630,963 886,933 2,763,479
4. Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers.
1 Year 2 Years 3 Years Abstained
6,129,583 97,087 515,168 386,207



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 hereunto duly authorized.
InTest CORPORATION
By: /s/ Duncan Gilmour
Duncan Gilmour
Chief Financial Officer, Treasurer and Secretary
Date:   June 20, 2025