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 6, 2023

 

ASTRONOVA, INC.

(Exact name of registrant as specified in its charter)

 

 

Rhode Island		0-13200		05-0318215
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		Identification No.)

 

600 East Greenwich Avenue

West Warwick, RI 02893

(Address of principal executive offices) (Zip Code)

(401) 828-4000

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, $0.05 Par Value		ALOT		NASDAQ Global Market

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 our annual meeting of shareholders on June 6, 2023, our shareholders approved an amendment to the AstroNova, Inc. 2018 Equity Incentive Plan (the “Plan”) to increase the number of shares of common stock available for issuance thereunder by 600,000 shares. We incorporate herein by reference the description of the material terms of the Plan appearing under the heading “Proposal No. 3”, in our definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2023.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

We held our annual meeting of shareholders on June 6, 2023. A total of 7,400,560 shares of our common stock were outstanding as of April 10, 2023, the record date for the annual meeting.

At the annual meeting, our shareholders voted (i) to elect five directors to serve until the next annual meeting of shareholders and thereafter until their respective successors are elected and qualified, (ii) to approve an advisory (non-binding) proposal on the compensation paid to our executive officers, (iii) to approve an amendment to the AstroNova, Inc. 2018 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 600,000 shares; and (iv) to ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for our fiscal year ending January 31, 2024. Set forth below are the matters acted upon at the annual meeting and the final voting results on each matter as reported by our inspector of elections.

 

1.	Election of directors.

 

Nominee		For				Withheld				Broker Non-Votes
Alexis P. Michas			4,755,271.59				174,729.80				1,687,426
Mitchell I. Quain			4,186,815.59				743,185.80				1,687,426
Yvonne E. Schlaeppi			4,681,926.59				248,074.80				1,687,426
Richard S. Warzala			4,670,710.59				259,290.80				1,687,426
Gregory A. Woods			4,750,060.59				179,940.80				1,687,426

 

2.	To approve, on an advisory, non-binding basis, the compensation paid to our named executive officers.

 

For		Against		Abstain		Broker                 Non-Votes
4,742,236.59		183,486.80		4,278		1,687,426

 

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3.	To approve an amendment to the AstroNova, Inc. 2018 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 600,000 shares.

 

For		Against		Abstain		Broker                 Non-Votes
4,281,383.59		644,843.80		3,774		1,687,426

 

4.	To ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for our fiscal year ending January 31, 2024.

 

For		Against		Abstain		Broker                 Non-Votes
6,607,197.59		7,578		2,651.80		0

 

Item 9.01

Financial Statement and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Exhibit
10.1		AstroNova, Inc. 2018 Equity Incentive Plan (as amended), filed as Annex A to the AstroNova, Inc. Definitive Proxy Statement on Schedule 14A filed with the SEC on April 27, 2023 and incorporated by reference herein.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

				ASTRONOVA, INC.
Dated: June 9, 2023				By:		/s/ David S. Smith
						David S. Smith
						Vice President, Chief Financial Officer and Treasurer

 

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