UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On August 28, 2023, Yunhong CTI Ltd. (the “Company”) convened its Annual Meeting of shareholders for the purpose of holding a shareholder vote (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company voted:
| 1. | To elect 5 directors to hold office for a one-year term that will expire at the 2023 annual meeting of shareholders (“Proposal 1”) | |
| 2. | To approve, on an advisory basis, executive compensation (“Proposal 2”) | |
| 3. | To authorize an amendment to the Company’s articles of incorporation to increase the number of authorized shares of common stock from 50 million shares to two billion shares (“Proposal 3”) | |
| 4. | To authorize an amendment to the Company’s articles of incorporation to change the name of the company to “Yunhong Green CTI Ltd” (“Proposal 4”) | |
| 5. | To ratify the appointment of BF Borgers CPA, PC as auditors of the Company for the fiscal year ending December 31, 2023 (“Proposal 5”); and | |
| 6. | To transact such other business as may property come before the meeting (“Proposal 6”) |
The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on June 20, 2023.
The number of shares of common stock entitled to vote at the Annual Meeting was 19,971,755. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 16,700,578. Proposals 1, 2, 3, 4, and 5 submitted to a vote of the Company’s stockholders at the Annual Meeting were approved.
The votes cast with respect to each matter voted upon are set forth below.
Proposal 1:
Yubao Li
| Votes For | Withheld | Brokers Non-Votes | ||||||||||||
| 13,939,066 | 11,036 | 2,750,476 | ||||||||||||
Frank Cesario
| Votes For | Withheld | Brokers Non-Votes | ||||||||||||
| 13,930,176 | 19,926 | 2,750,476 | ||||||||||||
Douglas Bosley
| Votes For | Withheld | Brokers Non-Votes | ||||||||||||
| 13,596,368 | 353,734 | 2,750,476 | ||||||||||||
Gerald (J.D.) Roberts, Jr.
| Votes For | Withheld | Brokers Non-Votes | ||||||||||||
| 13,918,853 | 31,249 | 2,750,476 | ||||||||||||
Philip Wong
| Votes For | Withheld | Brokers Non-Votes | ||||||||||||
| 13,918,833 | 31,269 | 2,750,476 | ||||||||||||
Proposal 2:
| Votes For | Votes Against | Abstain | Brokers Non-Votes | |||||||||||
| 13,926,254 | 23,633 | 215 | 2,750,476 | |||||||||||
Proposal 3:
| Votes For | Votes Against | Abstain | Brokers Non-Votes | |||||||||||
| 16,422,208 | 277,351 | 1,019 | 0 | |||||||||||
Proposal 4:
| Votes For | Votes Against | Abstain | Brokers Non-Votes | |||||||||||
| 16,534,911 | 165,019 | 648 | 0 | |||||||||||
Proposal 5:
| Votes For | Votes Against | Abstain | Brokers Non-Votes | |||||||||||
| 16,681,260 | 8,506 | 10,812 | 0 | |||||||||||
SIGNATURE
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.
| Dated: August 28, 2023 | YUNHONG CTI LTD. | |
| By: | /s/ Frank J. Cesario | |
| Name: | Frank J. Cesario | |
| Title: | Chief Executive Officer and Acting Chief Financial Officer | |