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): December 14, 2023

 

BK Technologies Corporation

(Exact name of registrant as specified in its charter)

 

Nevada		001-32644		83-4064262
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation or organization)		File No.)		Identification Number)

 

7100 Technology Drive, West Melbourne, FL		32904
(Address of principal executive offices)		(Zip Code)

 

(321) 984-1414

(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 (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, par value $0.60 per share		BKTI		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 ☐

 

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.

 

At the Annual Meeting of Stockholders of BK Technologies Corporation (the “Company”) held on December 14, 2023, the Company’s stockholders: (i) elected Joshua S. Horowitz, R. Joseph Jackson, Charles T. Lanktree, E. Gray Payne, Lloyd R. Sams, and John M. Suzuki to serve as directors of the Company until the next annual meeting of stockholders and until their respective successors are duly elected and qualified; (ii) ratified the appointment of MSL, P.A. as the Company’s independent registered public accounting firm for fiscal year 2023; (iii) approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers; and (iv) approved, on an advisory, non-binding basis, a one-year frequency for advisory votes on the compensation of the Company’s named executive officers.

 

The voting results for each proposal were as follows:

 

Proposal No. 1 – Election of Directors

 

		For				Withheld				Broker Non-Votes
Joshua S. Horowitz			1,721,875				21,757				815,226
R. Joseph Jackson			1,721,949				21,683				815,429
Charles T. Lanktree			1,721,989				21,643				815,429
E. Gray Payne			1,571,872				171,760				815,429
Lloyd R. Sams			1,721,987				21,645				815,429
John M. Suzuki			1,722,615				21,017				815,429

 

Proposal No. 2 – Ratification of Appointment of MSL, P.A.

 

For				Against				Abstain
	2,554,507				3,264				1,087

 

Proposal No. 3 – Advisory Vote on Named Executive Officer Compensation

 

For				Against				Abstain				Broker Non-Votes
	1,535,849				185,751				22,032				815,429

 

Proposal No. 4 – Advisory Vote on the Frequency of Named Executive Officer Compensation

 

One Year Frequency				Two Year Frequency				Three Year Frequency				Abstain				Broker Non-Votes
	1,104,349				12,822				626,461				-				815,429

 

In light of the outcome of the stockholder vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers and its previous recommendation, the Company’s Board of Directors has determined to hold the advisory vote on the compensation of the Company’s named executive officers every year until the next required vote on the frequency of such votes. Accordingly, the next stockholder advisory vote on executive compensation is expected to be held at the Company’s 2024 annual meeting of stockholders. The next advisory vote on the frequency of future advisory votes on executive compensation is required to occur no later than the Company’s 2029 annual meeting of stockholders.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	BK TECHNOLOGIES CORPORATION
Date: December 14, 2023	By:	/s/ Scott A. Malmanger
		Scott A. Malmanger
		Chief Financial Officer

 

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