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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
Date of Report (Date of earliest event reported): June 9, 2023
Servotronics, Inc.
(Exact name of registrant as specified in its charter.)
Commission File Number: 001-07109
| Delaware | 16-0837866 |
| (State or other jurisdiction | (IRS Employer |
| of incorporation) | Identification No.) |
1110 Maple Street
Elma, New York 14059-0300
(Address of principal executive offices, including zip code)
(716) 655-5990
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common stock | SVT | NYSE American |
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 |
The 2023 Annual Meeting of the stockholders of the Company was held on June 9, 2023. Stockholders representing 1,719,369 shares, or 68.0% of the 2,525,313 common shares outstanding as of the April 24, 2023, record date were present in person or were represented at the meeting by proxy.
The following Directors were elected by the affirmative vote of a plurality of the votes cast. The results of the voting for each nominee were as follows.
| Name | For | Withhold Authority | Broker Non-Votes | |||||||||
| Brent D. Baird | 1,621,757 | 34,339 | -- | |||||||||
| Edward C. Cosgrove | 1,230,929 | 387,844 | -- | |||||||||
| William F. Farrell, Jr. | 1,350,536 | 305,565 | -- | |||||||||
| Karen L. Howard | 1,621,917 | 34,179 | -- | |||||||||
| Christopher M. Marks | 1,203,484 | 452,192 | -- | |||||||||
| Evan H. Wax | 1,459,572 | 184,865 | -- | |||||||||
The advisory approval of executive compensation for 2022 received the affirmative vote of a majority of the votes cast in a non-binding vote. The results of the voting for the advisory vote were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||
| 1,325,841 | 358,365 | 35,163 | -- | |||||||||
The ratification of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for the 2023 fiscal year received the affirmative vote of a majority of the votes cast and was passed. The results of the voting for this proposal were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||
| 1,679,863 | 21,932 | 17,474 | -- | |||||||||
| Item 7.01 | Regulation FD Disclosure |
Attached as Exhibit 99.1 and incorporated into this Item 7.01 by reference, is the Company’s press release regarding the annual meeting results.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press release dated June 14, 2023 |
| 104 | Cover Page Interactive File (embedded within Inline XBRL document) |
Signature(s)
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.
Date: June 14, 2023
| Servotronics, Inc. | ||
| By: | /s/ Robert Fraass, Chief Financial Officer | |
| Robert Fraass | ||
| Chief Financial Officer | ||
Exhibit 99.1
Servotronics Announces 2023 Annual Shareholder Meeting Results
Elma, NY, June 14, 2023 – Servotronics, Inc. (NYSE American – SVT) a designer and manufacturer of servo-control components and other advanced technology products today announced the results of voting at the Company’s 2023 Annual Shareholder meeting. Shareholders voted to re-elect all six of the current directors to one-year terms, to approve the 2022 “say on pay” proposal as well as to ratify the appointment of Servotronics’ Independent Public Accounting firm.
On Proposal 1, more than 70% of all shares voted were voted in favor of the election of all six of the Company’s Director nominees. On Proposal 2, the advisory vote to approve the compensation of Servotronics Named Executive Officers, approximately 77% of the votes cast were voted in favor of the proposal. On Proposal 3, to ratify the appointment of Freed Maxick CPAs, P.C. as the Company’s registered Independent Public Accounting Firm, approximately 98% of the votes cast were for the proposal.
“We would like to thank all Servotronics shareholders for their continued support and participation in our Annual Shareholder meeting this year,” stated William F. Farrell, Chief Executive Officer of the Company. “The results of this meeting have demonstrated that shareholders believe in our long-term strategy which will generate sustainable growth and maximize shareholder value. Additionally, the actions that have been taken over the past year are driving Servotronics forward down this path. We recognize that our work must continue for us to achieve success and reach best practices in governance while also enhancing our engagement with shareholders.”
The final results of the meeting have been reported on a Current Report filed by Servotronics on Form 8-K with the U.S. Securities and Exchange Commission.
ABOUT SERVOTRONICS
The Company is composed of two groups – the Advanced Technology Group (ATG) and the Consumer Products Group (CPG). The ATG primarily designs, develops and manufactures servo controls and other components for various commercial and government applications (i.e., aircraft, jet engines, missiles, manufacturing equipment, etc.). The CPG designs and manufactures cutlery, bayonets, pocket knives, machetes and combat knives, survival, sporting, agricultural knives and other edged products for both commercial and government applications.
SERVOTRONICS, INC. (SVT) IS LISTED ON NYSE American
Company Contact:
William F. Farrell, Jr.
Chief Executive Officer
(716) 655-5990
1110 Maple Road, PO Box 300 | Elma, New York 14059-0300 | 716-655-5990 | www.servotronics.com