RF Industries Ltd. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

 

 

 

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):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

 

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. ☐

 

 

 

 

On September 10, 2025, RF Industries, Ltd. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at 300 Interpace Parkway, Parsippany, New Jersey 07054. At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on July 29, 2025 (as amended, the “Proxy Statement”). At the Annual Meeting, 7,763,712 shares, or approximately 72.72% of all outstanding shares of common stock, were present either in person or by proxy. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter, the number of votes cast for 1 year, 2 years or 3 years with respect to Proposal 2, and, if applicable, abstentions and broker non-votes with respect to each matter.

 

 

 

 

 

 

 

Proposal 1: Sheryl Cefali and Robert Dawson were elected as directors on the following vote:

 

 

 

In addition, there were 2,689,671 broker non-votes in connection with this proposal.

 

Proposal 2: For the advisory vote on the frequency of the advisory votes on the compensation of our named executive officers, the voting was 4,554,320 votes for 1 year, 19,594 votes for 2 years, and 365,535 votes for 3 years. In addition, 134,592 shares abstained from voting on this proposal.

 

Based on these results, and consistent with the Company’s Board of Directors’ recommendation to the Company’s stockholders, the Company intends to continue to hold an advisory vote on executive compensation every year until the next vote on the frequency of advisory votes on the compensation of named executive officers.

 

Proposal 3: This proposal was approved with 4,761,675 “FOR” votes, 168,877 “AGAINST” votes and 143,489 “ABSTAIN” votes. There were 2,689,671 broker non-votes in connection with this proposal.

 

Proposal 4: This proposal was approved with 7,463,431 “FOR” votes, 7,192 “AGAINST” votes and 293,089 “ABSTAIN” votes. There were no broker non-votes in connection with this proposal.

 

 

 

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.