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 Act of 1934

 

Date of Report (Date of earliest event reported): June 29, 2023

_______________________________________________

 

ENGlobal Corporation

(Exact name of registrant as specified in its charter)

_______________________________________________ 

 

Nevada

001-14217

88-0322261

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

11740 Katy Fwy – Energy Tower III,

11th floor

Houston, Texas

77079

(Address of principal executive offices)

(Zip Code)

 

(281) 878-1000

(Registrant’s telephone number, including area code)

  

(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 240.14-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(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, $0.001 par value 

 

ENG 

 

NASDAQ 

 

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 3.03 Material Modification to Rights of Security Holders

 

On June 29, 2023, ENGlobal Corporation (the “Company” or “ENGlobal”) amended Article Fourth of its Restated Articles of Incorporation to address an error and confirm the authority of the Company’s Board of Directors to issue “blank check” preferred stock following the approval thereof by the Company’s stockholders at the Company’s 2023 Annual Meeting of Shareholders. The amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The Company held its 2023 Annual Meeting of Shareholders on June 29, 2023. The following proposals were submitted to the holders of the Company's common stock for a vote:

 

 

·

The election of five directors to the Board of Directors of ENGlobal.

 

 

 

 

·

The ratification of the appointment of Moss Adams, LLP as the independent auditors of ENGlobal for fiscal year 2023.

 

 

 

 

·

The approval to amend ENGlobal’s Restated Articles of Incorporation to effect, at the discretion of the Board of Directors, at a ratio of not less than one-for-two (1:2) and not greater than one-for-ten (1:10), a reverse split of ENGlobal’s common stock.

 

 

 

 

·

The approval to amend ENGlobal’s Restated Articles of Incorporation to address an error and confirm the authority of the Board of Directors to issue “blank check” preferred stock.

 

The results of such votes were as follows:

 

1. The following votes were cast in the election of the Board of Directors:

 

Name of Nominee

Number of Votes

Voted For

Number of Votes

Withheld

William A. Coskey, P.E.

23,644,082

70,918

Christopher D. Sorrells

23,159,816

555,184

Lloyd G. Kirchner

23,155,186

559,814

Kevin M. Palma

23,207,719

507,281

Margaret K. Lassarat

23,604,006

110,994

 

The number of broker non-votes for all directors was 748,574.

 

2. The following votes were cast in the ratification of the appointment of Moss Adams, LLP as the independent auditors of the Company for fiscal year 2023:

 

Number of Votes

Voted For

 

 

Number of Votes

Voted Against

 

 

Number of Votes

Abstaining

 

 

24,372,228

 

 

 

66,117

 

 

 

25,229

 

 

3. The following votes were cast for the approval to amend ENGlobal’s Restated Articles of Incorporation to effect, at the discretion of the Board of Directors, at a ratio of not less than one-for-two (1:2) and not greater than one-for-ten (1:10), a reverse split of ENGlobal’s common stock:

 

Number of Votes

Voted For

 

 

Number of Votes

Voted Against

 

 

Number of Votes

Abstaining

 

 

Number of Votes

Broker Non-Votes

 

 

23,636,556

 

 

 

787,586

 

 

 

39,431

 

 

 

0

 

 

 
2

 

 

4. The following votes were cast for the approval to amend ENGlobal’s Restated Articles of Incorporation to address an error and confirm the authority of the Board of Directors to issue “blank check” preferred stock:

 

Number of Votes

Voted For

 

 

Number of Votes

Voted Against

 

 

Number of Votes

Abstaining

 

 

Number of Votes

Broker Non-Votes

 

 

20,295,152

 

 

 

2,751,763

 

 

 

668,085

 

 

 

748,574

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are included with this Current Report on Form 8-K:

 

 

Exhibit No.

 

Description

 

 

 

Exhibit 3.1

 

Amendment to Article Fourth of ENGlobal’s Restated Articles of Incorporation, filed June 29, 2023

 

 

 

Exhibit 104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
3

 

 

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 thereunto duly authorized.

 

 

ENGlobal Corporation

 

 

 

Dated: July 3, 2023

/s/ Darren W. Spriggs

 

 

Darren W. Spriggs

Chief Financial Officer,

Corporate Secretary and Treasurer

 

 

 
4

  

nullv3.23.2
Cover
Jun. 29, 2023
Cover [Abstract]  
Entity Registrant Name ENGlobal Corporation
Entity Central Index Key 0000933738
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Jun. 29, 2023
Entity Incorporation State Country Code NV
Entity File Number 001-14217
Entity Tax Identification Number 88-0322261
Entity Address Postal Zip Code 77079
Entity Address Address Line 1 11740 Katy Fwy – Energy Tower III
Entity Address Address Line 2 11th floor
Entity Address City Or Town Houston
Entity Address State Or Province TX
City Area Code 281
Local Phone Number 878-1000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.001 par value
Trading Symbol ENG
Security Exchange Name NASDAQ
ENGlobal (NASDAQ:ENG)
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