Amendment: DMC Global Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$BOOM
Industrial Specialties
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 10, 2023
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||||||||||||||||||||
(Address of Principal Executive Offices, Including Zip Code)
(303 ) 665-5700
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||||||||||||||||||||||||||||||||||||||
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 o
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. o
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment of and supplement to the Current Report on Form 8-K filed by DMC Global Inc. (the “Company”) on May 12, 2023 (the “Original Report”). The Original Report was filed, among other things, to report the voting results of the Company’s Annual Meeting of Stockholders held on May 10, 2023 (the “2023 Annual Meeting”).
This Amendment amends the Original Report solely to correct the disclosure regarding the previously reported voting results with respect to the Charter Amendment Proposal (as defined below).
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2023 Annual Meeting, the Company’s stockholders voted on, among other matters, a proposal to amend the Company’s Amended and Restated Certificate of Incorporation to allow officer exculpation (the “Charter Amendment Proposal”). The Original Report correctly disclosed the votes received with respect to the matters submitted to a vote by the Company’s stockholders at the 2023 Annual Meeting. However, the Original Report incorrectly disclosed that the Charter Amendment Proposal was approved when in fact the Charter Amendment Proposal did not receive the necessary stockholder votes (i.e., at least 66 2/3% of the voting power of all of the then outstanding shares as of the record date of the 2023 Annual Meeting) and was therefore not approved.
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.
DMC Global Inc. | |||||||||||||||||||||||||||||||||||
| Dated: | August 15, 2024 | By: | /s/ Michelle Shepston | ||||||||||||||||||||||||||||||||
| Michelle Shepston | |||||||||||||||||||||||||||||||||||
| Executive Vice President, Chief Legal Officer and Secretary | |||||||||||||||||||||||||||||||||||