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FORM 8-K

 

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 8, 2023

 

(Exact name of registrant as specified in its charter)

 

121 CRESCENT STREET, ATHOL, MASSACHUSETTS 01331

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number:

 

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:

 

 

 

 

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-2of the Securities Exchange Act of 1934 (§ 240 12b-2 of this chapter).

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

The Annual Meeting of The L.S. Starrett Company (the “Company”) was held on November 8, 2023. Proxies for the Annual Meeting were solicited by the Board of Directors of the Company (the “Board”) pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitation. There were 6,872,127 Class A shares, with each Class A share entitling the record holder thereof to one vote per share and 555,847 Class B shares, with each Class B share entitling the record holder thereof to 10 votes per share, for a combined total of 7,427,974 Class A and Class B shares entitled to vote at the Annual Meeting. A total of 6,872,127 Class A shares and 5,558,470 Class B shares, for a combined total of 12,430,597 Class A and Class B shares were represented at the Annual Meeting in person or by proxy, after giving effect to the respective voting power of the Class A shares and Class B shares described in the previous sentence. The final votes on the proposals presented at the meeting were as follows:

 

 

Thomas J. Riordan was elected as a director by the Class A shareholders to hold office until the 2026 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation, or removal, by the following vote:

 

 

Christopher C. Gahagan was elected as a director by the Class A and Class B shareholders to hold office until the 2026 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation, or removal, by the following vote:

 

 

 

The Company’s Class A and Class B shareholders voted, on an advisory basis, to approve the compensation of named executive officers for fiscal 2023, by the following vote:

 

 

 

The Company’s Class A and Class B shareholders voted, on an advisory basis, for three years for the frequency of future advisory votes on the compensation of named executive officers:

 

 

The Board considered the outcome of this advisory vote and determined that the Company will hold a vote on the frequency of future shareholder advisory votes on compensation of the Company’s named executive officer every three years, or until the Board determines that it is in the best interests of the Company to hold such vote with a different frequency.

 

 

The Company’s Class A and Class B shareholders ratified the selection by the Audit Committee of the Board of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2024, by the following vote:

 

 

 

 

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.