Amendment: PC Connection Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or Other Juris- | (Commission | (IRS Employer |
(Address of Principal Executive Offices) | (Zip Code) |
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):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each 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
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. ☐
Explanatory Note
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
As previously disclosed in the Original Form 8-K, at the Annual Meeting, the Company’s stockholders approved an amendment to the 2020 Plan, which increased the number of shares of common stock that may be issued under the 2020 Plan from 1,252,500 to 1,652,500 shares. The amendment to the 2020 Plan had previously been adopted by the Company’s Board of Directors (the “Board”), subject to stockholder approval. The description of the 2020 Plan contained on pages 34-44 of the Company’s Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on March 28, 2025, is incorporated herein by reference. A complete copy of the 2020 Stock Incentive Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously disclosed in the Original Form 8-K, at the Annual Meeting, the Company’s stockholders voted on a proposal to approve, on an advisory basis, the preferred frequency of future advisory approvals of the compensation of the Company’s named executive officers (“say-on-pay”) and selected “3 Years” as the preferred frequency. In accordance with these results and its previous recommendation, the Board has determined that the Company will conduct future say-on-pay votes every three years until the next required vote on the frequency of such say-on-pay votes, or until the Board determines that a different frequency is in the best interests of the Company’s stockholders.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
99.1 | 2020 Stock Incentive Plan, as amended (incorporated herein by reference to Appendix A to the Company’s proxy statement pursuant to Section 14(a), File Number 000-23827, filed on March 28, 2025) |
104 | Cover Page Interactive Data File (embedded within inline XBRL document) |
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 hereunto duly authorized.
Date: July 22, 2025 | PC CONNECTION, INC. | |
By: | /s/ Thomas C. Baker | |
Thomas C. Baker | ||
Senior Vice President, Chief Financial Officer & Treasurer | ||