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    Bassett Furniture Industries Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    3/13/25 4:11:58 PM ET
    $BSET
    Home Furnishings
    Consumer Discretionary
    Get the next $BSET alert in real time by email
    bset20250313c_8k.htm
    false 0000010329 0000010329 2025-03-12 2025-03-12
     

     
    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) March 12, 2025
     

     
    BASSETT FURNITURE INDUSTRIES, INCORPORATED
    (Exact name of registrant as specified in its charter)
     

     
    Virginia  
    000-00209
     
    54-0135270
    (State or other jurisdiction of
    incorporation or organization)
     
    (Commission File No.)
     
    (I.R.S. Employer
    Identification No.)
     
    3525 Fairystone Park Highway
    Bassett, Virginia
     
    24055
    (Address of principal executive offices)
     
    (Zip Code)
     
    Registrant’s telephone number, including area code (276) 629-6000
     
    (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 240.14d-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
     
    Name of exchange on which registered
    Common Stock ($5.00 par value)
     
    BSET
      NASDAQ
     
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
     
    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
     
    The Company’s 2025 annual meeting of shareholders was held on March 12, 2025. As of the record date for the meeting, the Company had 8,788,356 of common stock outstanding, each of which is entitled to one vote. According to the final voting results, all director nominees were elected.
     
    The voting tabulation was as follows:
     
    Nominee
     
    Votes For
     
    Votes
    Withheld
     
    Votes
    Abstain 
     
    Broker Non-
    Vote
                     
    Emma S. Battle
     
    5,080,658
     
    220,784
     
     -   
     
    2,042,785
    John R. Belk
     
    5,085,678
     
    215,764
     
     -   
     
    2,042,785
    Kristina Cashman
     
    5,032,106
     
    269,336
     
     -   
     
    2,042,785
    Virginia W. Hamlet
     
    5,018,974
     
    282,468
     
     -   
     
    2,042,785
    J. Walter McDowell
     
    5,060,382
     
    241,060
     
     -   
     
    2,042,785
    Robert H. Spilman, Jr.
     
    5,048,016
     
    253,426
     
     -   
     
    2,042,785
    William C. Wampler, Jr.
     
    4,937,710
     
    363,732
     
     -   
     
    2,042,785
    William C. Warden, Jr.
     
    4,936,728
     
    364,714
     
     -   
     
    2,042,785
     
     
    At the annual meeting, the shareholders also voted on three proposals:
     
     
    1.
    Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm.
     
    The final tabulation was as follows:
     
    Proposal
     
    Votes For
     
    Votes Against
     
    Votes
    Abstain
     
    Broker Non-
    Vote
                     
    Ratification of Ernst & Young LLP
     
     7,205,397
     
     103,753
     
     35,077
     
     -   
     
     
    2.
    To consider and act on an advisory vote regarding the approval of the compensation paid to certain executive officers.
     
    The final tabulation was as follows:
     
    Proposal
     
    Votes For
     
    Votes Against
     
    Votes
    Abstain
     
    Broker Non-
    Vote
                     
    Approval of Officer Compensation
     
     5,155,674
     
     80,494
     
     65,274
     
     2,042,785
     
     
    3.
    To consider and act on an advisory vote regarding the frequency of shareholder approval of the compensation paid to certain executive officers.
     
    The final tabulation was as follows:
     
    Proposal
     
    1 Year
     
    2 Years
     
    3 Years
     
    Votes
    Abstain
     
    Broker Non-
    Vote
                         
    Frequency of Approval of Officer Compensation
     
     4,595,490
     
     11,736
     
     616,996
     
     77,220
     
     2,042,785
     
     

     
     
    Item 9.01. Financial Statements and Exhibits.
     
    (d) Exhibits
     
    104         Cover Page Interactive Data File (embedded within the inline XBRL document)
     
     

     
     
    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.
     
      BASSETT FURNITURE INDUSTRIES, INCORPORATED
         
    Date: March 13, 2025 By:/s/ J. Michael Daniel  
      J. Michael Daniel  
      Title:      Senior Vice President - Chief Financial Officer
     
     
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