Standex International Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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Date of Report (Date of earliest event reported): October 22, 2024

 

 

 

 

 

 

Registrant’s telephone number, including area code: (603) 893-9701

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

 

 

 

 

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):

 

 

 

 

 

Emerging growth company  ☐

 

If an emerging growth company, indicates 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.  ☐

 

 

 

 

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

 

ITEM 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

Effective October 22, 2024, the Shareholders of Standex International Corporation (the “Company”) approved an amendment to Article III, Section 1 of the Company’s Amended and Restated By-Laws (the “By-Law Amendment”). The By-Law Amendment provides the Board of Directors, in addition to the Shareholders, the authority to set the number of directors within a prescribed range. The Company’s Amended and Restated By-Laws, reflecting the By-Law Amendment, is attached as Exhibit 3.1.

 

ITEM 5.07 (a) and Item 5.07 (b)         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

The Company held its Annual Meeting of Stockholders on October 22, 2024. The number of common shares represented at the Annual Meeting of Stockholders was 11,226,864. The stockholders voted on the following proposals:

 

Proposal I – To elect three Directors to three-year terms ending on the date of the Annual Meeting of Stockholders in 2027:

 

 

Proposal II – To approve an Amendment of the Amended & Restated 2018 Omnibus Incentive Plan to add 450,000 additional shares:

 

 

Proposal III – Advisory vote on the Company’s executive compensation:

 

 

 

Proposal IV – To approve an Amendment of the Company’s By-Laws to provide the Board of Directors, in addition to the shareholders, with the authority to set the number of directors within a prescribed range:

 

 

Proposal V – Ratification of appointment of Deloitte & Touche, LLP as Independent Public Accountants of the Company for the fiscal year ending June 30, 2025:

 

 

 

 

 

 

 

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 thereunto duly authorized.

 

(Registrant)