Pro-Dex Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
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FORM
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. |
Grant of Restricted Shares Awards
On November 20, 2025, the Compensation Committee of the Board of Directors of Pro-Dex, Inc. (the “Company”) approved the grant of restricted common shares under the Company’s 2016 Equity Incentive Plan to the Company’s non-employee directors and to select employees, including 1,000 restricted shares granted to Alisha K. Charlton, the Company’s Chief Financial Officer, vesting ratably over five years.
The restricted shares were granted pursuant to Restricted Shares Award Agreements (the “Award Agreements”), which contain terms and provisions customary for awards of this type, including that, in most instances, the employee must continue to be employed by the Company as of the applicable vesting date. A copy of the form of Award Agreement was attached as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024. The foregoing description of the Award Agreements is qualified in its entirety by reference to the complete text of the form of Award Agreement.
Compensation of Chief Executive Officer
On November 20, 2025, the Compensation Committee of the Board of Directors of Company approved a discretionary cash bonus to Richard L. Van Kirk, the Company’s Chief Executive Officer, of $30,830, which was calculated as the value of 1,000 shares of our common stock based on the closing sales price on the Nasdaq Capital Market on November 20, 2025. The bonus will be paid in cash in the next bi-weekly pay period with a pay date of November 26, 2025.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On November 20, 2025, the Company held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on three proposals and two advisory votes set forth below. The proposals and advisory votes are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on October 7, 2025 (the “Proxy Statement”).
| 1. | To elect Raymond E. Cabillot, Angelita R. Domingo, William J. Farrell III, David C. Hovda, Katrina M.K. Philp, Nicholas J. Swenson and Richard L. Van Kirk (the “Candidates”) to serve as members of the board of directors (“Board”) of the Company until their successors are duly elected and qualified. |
| Candidate | Votes For | Withheld | Broker Non-Votes | |||||||||
| Raymond E. Cabillot | 1,910,955 | 200,822 | 587,016 | |||||||||
| Angelita R. Domingo | 2,103,305 | 8,472 | 587,016 | |||||||||
| William J. Farrell III | 2,102,679 | 9,098 | 587,016 | |||||||||
| David C. Hovda | 1,929,218 | 182,559 | 587,016 | |||||||||
| Katrina M.K. Philp | 1,942,445 | 169,332 | 587,016 | |||||||||
| Nicholas J. Swenson | 1,893,823 | 217,954 | 587,016 | |||||||||
| Richard L. Van Kirk | 2,103,541 | 8,236 | 587,016 | |||||||||
On the basis of the foregoing votes, each of the Candidates was elected.
| 2. | To ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026. |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 2,692,619 | 4,489 | 1,685 | — | |||||||||||
On the basis of the foregoing votes, the proposal was ratified.
| 3. | To cast a non-binding advisory vote with regard to the compensation of the Company’s Named Executive Officers (as defined in the Proxy Statement) as set forth in the Proxy Statement. |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 2,064,143 | 19,916 | 27,718 | 587,016 | |||||||||||
On the basis of the foregoing votes, the shareholders approved, on a non-binding advisory basis, the compensation of the Named Executive Officers.
| 4. | To cast a non-binding advisory vote with regard to the frequency of future advisory votes on compensation of the Company’s Named Executive Officers. |
| One Year | Two Years | Three Years | Abstain | |||||||||||
| 2,038,224 | 4,565 | 45,377 | 23,611 | |||||||||||
On the basis of the foregoing votes, the shareholders approved, on a non-binding advisory basis, a one-year frequency on the advisory vote of the compensation of the Named Executive Officers.
| 5. | To amend the Company’s 2016 Equity Incentive Compensation Plan in order to extend its term for an additional ten years as set forth in the Proxy Statement. |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,942,832 | 162,366 | 6,579 | 587,016 | |||||||||||
On the basis of the foregoing votes, the proposal was approved.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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.
| Date: November 21, 2025 | Pro-Dex, Inc. | |
| By: | /s/ Alisha K. Charlton | |
| Alisha K. Charlton | ||
| Chief Financial Officer | ||