false 0001902314 0001902314 2024-06-11 2024-06-11
 
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 18, 2024 (June 11, 2024)
 
M-TRON INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
001-41391
46-0457994
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
2525 Shader Road, Orlando, FL
32804
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (407) 298-2000
 
 
(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:
 
☐         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 $0.01
  
MPTI
  
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.
 
On June 11, 2024, M-tron Industries, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”).
 
The following matters were submitted to a vote of the Company’s stockholders at the Annual Meeting:
 
(i)
the election of eight directors to serve until the Company’s 2025 Annual Meeting of Stockholders;
 
(ii)
a non-binding advisory resolution to approve the compensation of the Company’s named executive officers;
 
(iii)
the ratification of the appointment of PKF O'Connor Davies, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
 
The three proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024 (the “Definitive Proxy Statement”).
 
Each of the three matters submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote of the Company’s stockholders. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable.
 
Proposal 1 - Election of Directors: The following individuals were elected to serve as directors until the 2025 Annual Meeting or upon the election and qualification of their successors. The voting results for each of the nominees were as follows
Nominee
  
For
  
Withheld
  
Broker Non-votes
Ivan Arteaga
     1,069,412       34,954       796,123  
Michael J. Ferrantino, Jr.
     1,097,840       6,526       796,123  
Marc J. Gabelli
     954,686       149,680       796,123  
David M. Goldman
     1,076,149       28,217       796,123  
Robert V. La Penta Jr.
     1,092,602       11,764       796,123  
Bel Lazar
     1,062,125       42,241       796,123  
John S. Mega
     923,837       180,529       796,123  
Hendi Susanto
     1,072,048       32,318       796,123  
 
Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation: The voting results were as follows:
For
  
Against
  
Abstain
  
Broker Non-votes
1,070,310       18,722       15,334       796,123  
 
Proposal 3 - Ratification of the Appointment of PKF O'Connor Davies, LLP to Serve as the Company's Independent Auditor for 2024: The voting results were as follows:
For
  
Against
  
Abstain
  
Broker Non-votes
1,878,185       20,531       1,773       —  
 
 
 
 
 
SIGNATURES
 
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.
 
June 18, 2024
M-TRON INDUSTRIES, INC.
   
   
 
By:
/s/ Linda M. Biles
   
Name:
Linda M. Biles
   
Title:
Executive Vice President - Finance
 
 
 
v3.24.1.1.u2
Document And Entity Information
Jun. 11, 2024
Document Information [Line Items]  
Entity, Registrant Name M-TRON INDUSTRIES, INC.
Document, Type 8-K
Document, Period End Date Jun. 11, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-41391
Entity, Tax Identification Number 46-0457994
Entity, Address, Address Line One 2525 Shader Road
Entity, Address, City or Town Orlando
Entity, Address, State or Province FL
Entity, Address, Postal Zip Code 32804
City Area Code 407
Local Phone Number 298-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol MPTI
Security Exchange Name NYSE
Entity, Emerging Growth Company true
Entity, Ex Transition Period false
Amendment Flag false
Entity, Central Index Key 0001902314
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