false 0000740664 0000740664 2024-09-05 2024-09-05
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): September 5, 2024
 
 
R F INDUSTRIES, LTD.
  
 
(Exact name of registrant as specified in its charter)
  
 
Nevada
(State or Other Jurisdiction
of Incorporation)
0-13301
(Commission File Number)
88-0168936
(I.R.S. Employer
Identification No.)
 
16868 Via Del Campo Court, Suite 200 San Diego, CA 92127
(Address of Principal Executive Offices, including Zip Code)
(858) 549-6340
(Registrant’s Telephone Number, including Area Code)
 
 
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, $0.01 par value per share
RFIL
NASDAQ Global Market
 
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
 
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.
 
Annual Meeting of Stockholders
 
On September 5, 2024, RF Industries, Ltd. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at the offices of the Company, 16868 Via Del Campo Court, Suite 200, San Diego, CA 92127. At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on July 26, 2024 (as amended, the “Proxy Statement”). At the Annual Meeting, 8,036,618 shares, or approximately 77.56% of all outstanding shares of common stock, were present either in person or by proxy. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
 
 
●
Proposal 1: to elect Mark K. Holdsworth and Kay L. Tidwell to the Company’s Board of Directors as Class I directors, for a three-year term expiring at the 2027 Annual Meeting;
 
 
●
Proposal 2: to amend the Company’s 2020 Equity Incentive Plan to increase the number of shares of common stock available for issuance under the plan by 1,000,000 shares from 1,250,000 shares to 2,250,000 shares;
 
 
●
Proposal 3: a proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers;
 
 
●
Proposal 4: a proposal to ratify CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2024.
 
 
Voting Results
 
Proposal 1: Mark K. Holdsworth and Kay L. Tidwell were elected as directors on the following vote:
 
 
●
Mark K. Holdsworth was elected with 5,640,081 “FOR” votes and 295,916 “WITHHELD” votes;
 
 
●
Kay L. Tidwell was elected with 5,333,751 “FOR” votes and 602,246 “WITHHELD” votes.
 
In addition, there were 2,100,621 broker non-votes in connection with this proposal.
 
Proposal 2: This proposal was approved with 4,262,497 “FOR” votes, 1,551,113 “AGAINST” votes and 122,387 “ABSTAIN” votes. There were 2,100,621 broker non-votes in connection with this proposal.
 
Proposal 3: This proposal was approved with 5,565,508 “FOR” votes, 298,275 “AGAINST” votes and 72,214 “ABSTAIN” votes. There were 2,100,621 broker non-votes in connection with this proposal.
 
Proposal 4: This proposal was approved with 8,003,275 “FOR” votes, 4,339 “AGAINST” votes and 29,004 “ABSTAIN” votes. There are no broker non-votes in connection with this proposal as brokers are entitled to vote on this matter and are included in the number of “FOR” votes.
 
 
 
 
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.
 
RF INDUSTRIES, LTD.
September 6, 2024
By:
/s/ Peter Yin
Peter Yin
Chief Financial Officer
 
 
 
 
v3.24.2.u1
Document And Entity Information
Sep. 05, 2024
Document Information [Line Items]  
Entity, Registrant Name R F INDUSTRIES, LTD.
Document, Type 8-K
Document, Period End Date Sep. 05, 2024
Entity, Incorporation, State or Country Code NV
Entity, File Number 0-13301
Entity, Tax Identification Number 88-0168936
Entity, Address, Address Line One 16868 Via Del Campo Court, Suite 200
Entity, Address, City or Town San Diego
Entity, Address, State or Province CA
Entity, Address, Postal Zip Code 92127
City Area Code 858
Local Phone Number 549-6340
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 RFIL
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000740664
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