Cadre Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Securities and Exchange Commission
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Current Report
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On May 30, 2025, Cadre Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Cadre Holdings, Inc. Employee Stock Purchase Plan (the “Plan”), that, among other things, reserved for issuance under the Plan 1,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Plan had previously been approved by the Company’s Board of Directors on April 16, 2025, subject to the approval of the Company’s stockholders.
The material terms and conditions of the Plan are described in detail under “PROPOSAL 3 APPROVAL AND ADOPTION OF THE EMPLOYEE STOCK PURCHASE PLAN” of the Company’s Proxy Statement filed by the Company with the Securities and Exchange Commission on April 24, 2025 (the “Proxy Statement”) and are incorporated by reference into Item 5.02 of this Current Report on Form 8-K. A copy of the Plan is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference as if fully set forth herein. The foregoing summary description of the Plan is not intended to be complete and is qualified in its entirety by the complete text of the Plan.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) Of the 40,659,585 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, 38,682,080 shares of Common Stock were present in person or by proxy and entitled to vote, representing approximately 95.1% of the shares of Common Stock entitled to vote at the Annual Meeting.
(b) At the Annual Meeting, the Company’s stockholders: (i) approved the election of each of the following five director nominees standing for election: Warren B. Kanders, Gianmaria C. Delzanno, Hamish Norton, William Quigley and Deborah A. DeCotis, (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, and (iii) approved and adopted the Plan.
The voting results for each proposal are set forth below:
Proposal 1 – To elect five members to serve on the Company’s Board of Directors until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified:
| Name | Votes For | Votes Withheld |
Broker Non-Votes |
| Warren B. Kanders | 34,573,317 | 856,715 | 3,252,048 |
| Gianmaria C. Delzanno | 31,350,919 | 4,079,113 | 3,252,048 |
| William Quigley | 34,827,127 | 602,905 | 3,252,048 |
| Hamish Norton | 26,717,948 | 8,712,084 | 3,252,048 |
| Deborah A. DeCotis | 31,181,980 | 4,248,052 | 3,252,048 |
Proposal 2 – To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025:
| Votes For | Votes Against | Votes Abstained |
Broker Non-Votes |
| 38,564,098 | 117,055 | 926 | 0 |
Proposal 3 – To approve and adopt the Cadre Holdings, Inc. Employee Stock Purchase Plan.
| Votes For | Votes Against | Votes Abstained |
Broker Non-Votes |
| 35,395,628 | 23,059 | 11,344 | 3,252,048 |
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit |
Description
|
| 10.1 | Cadre Holdings, Inc. Employee Stock Purchase Plan |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 5, 2025
| CADRE HOLDINGS, INC. | ||
| By: | /s/ Blaine Browers | |
| Name: | Blaine Browers | |
| Title: | Chief Financial Officer | |