Pro-Dex Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On November 21, 2024, Pro-Dex, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on two proposals and one advisory vote set forth below. The proposals and advisory vote are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on October 8, 2024 (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 of the Company until the Company’s 2025 Annual Meeting of Shareholders or until their successors are duly elected and qualified. |
| Candidate | Votes For | Withheld | Broker Non-Votes | |||||||||
| Raymond E. Cabillot | 2,014,932 | 332,877 | 542,256 | |||||||||
| Angelita R. Domingo | 2,333,214 | 14,595 | 542,256 | |||||||||
| William J. Farrell III | 2,330,723 | 17,086 | 542,256 | |||||||||
| David C. Hovda | 2,031,194 | 316,615 | 542,256 | |||||||||
| Katrina M.K. Philp | 2,077,158 | 270,651 | 542,256 | |||||||||
| Nicholas J. Swenson | 2,038,942 | 308,867 | 542,256 | |||||||||
| Richard L. Van Kirk | 2,333,215 | 14,594 | 542,256 | |||||||||
On the basis of the foregoing votes, each of the Candidates was elected.
| 2. | To ratify the appointment of Moss Adams, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025. |
| For | Against | Abstain | Broker Non-Votes | |||||||
| 2,877,914 | 9,637 | 2,514 | — |
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 | |||||||
| 2,324,423 | 11,715 | 11,671 | 542,256 |
On the basis of the foregoing votes, the shareholders approved, on a non-binding advisory basis, the compensation of the Named Executive Officers.
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 22, 2024 | Pro-Dex, Inc. | |
| By: | /s/ Alisha K. Charlton | |
| Alisha K. Charlton | ||
| Chief Financial Officer | ||