Universal Security Instruments Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events
UNITED STATES
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CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Special Meeting of Shareholders of Universal Security Instruments, Inc. (the “Company”) originally convened on January 23, 2025, but adjourned until April 15, 2025, was reconvened on April 15, 2025. The following matters were submitted to the shareholders for a vote, as more fully described in the Proxy Statement (the “Proxy Statement”) dated December 27, 2024 filed with the Securities and Exchange Commission (the “SEC”) and sent to shareholders of record as of December 19, 2024:
| 1. | The sale of substantially all of the assets of the Company to Feit Electric Company, Inc. (the “Asset Sale”). |
| 2. | The liquidation and dissolution of the Company pursuant to the Plan of Complete Liquidation and Dissolution (the “Dissolution”). |
| 3. | The amendment to the Company’s Articles of Incorporation changing the name of the Company from “Universal Security Instruments, Inc.” to “Universal Safety Products, Inc.” (the “Charter Amendment”). |
As previously reported, the grant of discretionary authority to the Company’s Board of Directors (the “Board”) to adjourn the Special Meeting, even if a quorum is present, was approved by shareholders on January 23, 2025.
Of the 2,312,787 shares entitled to notice of and to vote at the meeting, 1,978,248 shares (or 85.5% of the total outstanding shares) were represented at the meeting. In accordance with Maryland law, approval of the Asset Sale, Dissolution and Charter Amendment requires the affirmative vote of sixty-six and two-thirds percent of the outstanding shares of the Company, or 1,541,858 shares.
| (i) | The following are the voting results (number of shares) with respect to the Asset Sale: |
For |
Against |
Abstain | Broker Non-Votes | |||||||||||
| 1,550,126 | 43,486 | 2,451 | 382,185 | |||||||||||
As a result, the Asset Sale was approved.
| (ii) | The following are the voting results (number of shares) with respect to the Dissolution: |
For |
Against |
Abstain | Broker Non-Votes | |||||||||||
| 1,539,736 | 53,939 | 2,388 | 382,185 | |||||||||||
As a result, the Dissolution was not approved.
| (iii) | The following are the voting results (number of shares) with respect to the Charter Amendment: |
For |
Against |
Abstain | Broker Non-Votes | |||||||||||
| 1,918,732 | 49,477 | 10,039 | 0 | |||||||||||
As a result, the Charter Amendment was approved.
| Item 8.01. | Other Events. |
As stated in the Proxy Statement, in the event that the Company’s shareholders approve the Asset Sale but not the Dissolution, the Company will still seek to complete the Asset Sale. As reported above, the shareholders did not approve the Dissolution and, as a result, the Company cannot proceed at this time with the Dissolution. The Board is evaluating alternatives available to the Company, including, among other things, using the cash to pay a dividend, acquiring other businesses, or engaging in a subsequent reverse merger or recapitalization or similar transaction. The Company is currently considering a transaction which would allow the Company to make a cash distribution to shareholders and provide possible additional value to shareholders. The Company will announce further details as appropriate in accordance with applicable rules and regulations of the SEC and the New York Stock Exchange.
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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 thereunto duly authorized.
| UNIVERSAL SECURITY INSTRUMENTS, INC. (Registrant) | ||
| Date: April 16, 2025 | By: | /s/ Harvey B. Grossblatt |
| Harvey B. Grossblatt | ||
| President | ||
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