EVI Industries 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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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below, at the Annual Meeting of Stockholders (the “Annual Meeting”) of EVI Industries, Inc. (the “Company”) held on December 15, 2025, the Company’s stockholders approved the EVI Industries, Inc. 2025 Equity Incentive Plan (the “2025 Plan”). Employees, officers, directors and consultants of the Company and its subsidiaries, including the Company’s Chief Executive Officer, Chief Financial Officer and other Named Executive Officers (as defined in Item 402 of Regulation S-K promulgated by the Securities and Exchange Commission), are eligible for selection by the Compensation Committee of the Company’s Board of Directors to receive awards under the 2025 Plan. A description of the material terms of the 2025 Plan is included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on, and distributed to the Company’s stockholders commencing on or about, November 20, 2025 in connection with the Annual Meeting (the “Proxy Statement”), and is incorporated herein by reference. Such description does not purport to be complete, is a summary only and is qualified in its entirety by reference to the full text of the 2025 Plan, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders (i) approved the election of the six director nominees nominated by the Company’s Board of Directors, each for a term expiring at the Company’s 2026 Annual Meeting of Stockholders and until his successor is elected and qualified, (ii) approved the 2025 Plan, (iii) approved, on a non-binding, advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the Proxy Statement, and (iv) voted, on a non-binding, advisory basis, for future stockholder advisory votes on Named Executive Officer compensation to be held every three years. Set forth below are the final voting results for each matter.
Proposal 1: Election of Directors
| Director Nominee | Votes For | Votes Withheld | Broker Non- Votes | |||
| Henry M. Nahmad | 11,369,438 | 944,298 | 0 | |||
| Dennis Mack | 11,656,579 | 657,157 | 0 | |||
| David Blyer | 11,018,986 | 1,294,750 | 0 | |||
| Glen Kruger | 11,372,101 | 941,635 | 0 | |||
| Timothy P. LaMacchia | 11,430,541 | 883,195 | 0 | |||
| Hal M. Lucas | 11,249,510 | 1,064,226 | 0 |
Proposal 2: Approval of the EVI Industries, Inc. 2025 Equity Incentive Plan
| | |||
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 8,379,891 | 3,100,155 | 833,690 | 0 |
Proposal 3: Approval, on a Non-Binding, Advisory Basis, of the Compensation of the Company’s Named Executive Officers
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 8,896,676 | 2,497,336 | 919,724 | 0 |
Proposal 4: Non-Binding, Advisory Vote on the Frequency of Future Stockholder Advisory Votes on Named Executive Officer Compensation
| Every Year |
Every Two Years |
Every Three Years |
Abstentions |
Broker Non-Votes |
| 4,100,083 | 86,402 | 7,289,432 | 837,819 | 0 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| | |
| Exhibit 10.1 | EVI Industries, Inc. 2025 Equity Incentive Plan |
| Exhibit 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.
| EVI INDUSTRIES, INC. | ||
| Dated: December 15, 2025 | By: | /s/ Robert H. Lazar |
| Robert H. Lazar | ||
| Chief Financial Officer | ||