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FORM 8-K

 

 

 

Date of report (Date of earliest event reported):  May 27, 2025

 

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

Registrant's telephone number, including area code:  (201) 432-0463

 

 

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:

 

 

 

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. ☐

 

 

 

 

 

On May 27, 2025, Bel Fuse Inc. (“Bel” or the “Company”) held its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). On the date of the 2025 Annual Meeting, the previously-announced management transitions and promotions became effective consistent with the Company’s prior disclosures.

 

More specifically, and consistent with previous disclosures, effective immediately following the 2025 Annual Meeting on May 27, 2025 (the “Effective Time”):  (i) Farouq Tuweiq (who prior to the Effective Time served as Bel’s Chief Financial Officer (“CFO”), principal financial officer and Treasurer), became the Company’s President and Chief Executive Officer; (ii) Daniel Bernstein (who prior to the Effective Time served as Bel’s President and Chief Executive Officer and as a director of the Company), became non-executive Chairman of Bel’s Board of Directors (the “Board”); and (iii) Lynn Hutkin (who prior to the Effective Time served as Bel’s Vice President of Financial Reporting and Investor Relations, principal accounting officer and Secretary), became Bel’s CFO (principal financial officer), Principal Accounting Officer, Treasurer and Secretary.

 

Also consistent with previous disclosures, and pursuant to prior Board authorization, on May 27, 2025, the date of the 2025 Annual Meeting, the Board was expanded to ten directors and Mr. Tuweiq’s appointment as a director on the Board (in the class of directors whose terms expired at the 2025 Annual Meeting) became effective. As approved by the Board as previously disclosed, on May 27, 2025, Mr. Tuweiq also took his seat on the Executive Committee of the Board. As reported in this Current Report on Form 8-K under Item 5.07 below, each of Mr. Tuweiq (the Company’s new President and Chief Executive Officer) and Mr. Bernstein (Bel’s new non-executive Chairman of the Board) was elected by the shareholders at the 2025 Annual Meeting to a full three-year term on the Board expiring at the Company’s 2028 Annual Meeting of Shareholders.

 

 

On May 27, 2025, Bel held its 2025 Annual Meeting, for which the Board solicited proxies. At the 2025 Annual Meeting, the shareholders voted on the following proposals set forth below, as described in the Company's definitive proxy materials filed with the Securities and Exchange Commission on April 11, 2025.

 

As indicated in the Company's proxy statement, holders of record of the Company's Class A Common Stock at the close of business on April 1, 2025 (the record date fixed by the Board) were entitled to receive notice of, and to vote at, the 2025 Annual Meeting.  At the close of business on the record date, there were a total of 2,115,263 shares of Class A Common Stock outstanding and entitled to vote at the 2025 Annual Meeting, each of which was entitled to one vote on all matters.

 

A total of 2,001,644 shares of Class A Common Stock were represented in person or by proxy at the 2025 Annual Meeting and entitled to vote. The final voting results from the 2025 Annual Meeting are as follows:

 

Proposal 1:  The election of four persons, named in the proxy statement, to serve as directors for three-year terms. The following is a list of the directors elected at the 2025 Annual Meeting and the number of votes For and Withheld, as well as the number of Broker Non-Votes:

 

 

 

 

 

 

 

 

 

 

 

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.