BKTI 8-K
BK Technologies Corp (BKTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of BK Technologies Corporation (the “Company”) held on December 14, 2023, the Company’s stockholders: (i) elected Joshua S. Horowitz, R. Joseph Jackson, Charles T. Lanktree, E. Gray Payne, Lloyd R. Sams, and John M. Suzuki to serve as directors of the Company until the next annual meeting of stockholders and until their respective successors are duly elected and qualified; (ii) ratified the appointment of MSL, P.A. as the Company’s independent registered public accounting firm for fiscal year 2023; (iii) approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers; and (iv) approved, on an advisory, non-binding basis, a one-year frequency for advisory votes on the compensation of the Company’s named executive officers.
The voting results for each proposal were as follows:
Proposal No. 1 – Election of Directors
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| For |
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| Withheld |
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| Broker Non-Votes |
| |||
Joshua S. Horowitz |
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| 1,721,875 |
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| 21,757 |
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| 815,226 |
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R. Joseph Jackson |
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| 1,721,949 |
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| 21,683 |
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| 815,429 |
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Charles T. Lanktree |
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| 1,721,989 |
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| 21,643 |
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| 815,429 |
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E. Gray Payne |
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| 1,571,872 |
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| 171,760 |
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| 815,429 |
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Lloyd R. Sams |
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| 1,721,987 |
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| 21,645 |
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| 815,429 |
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John M. Suzuki |
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| 1,722,615 |
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| 21,017 |
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| 815,429 |
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Proposal No. 2 – Ratification of Appointment of MSL, P.A.
For |
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| Against |
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| Abstain |
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| 2,554,507 |
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| 3,264 |
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| 1,087 |
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Proposal No. 3 – Advisory Vote on Named Executive Officer Compensation
For |
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| Against |
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| Abstain |
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| Broker Non-Votes |
| ||||
| 1,535,849 |
|
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| 185,751 |
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| 22,032 |
|
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| 815,429 |
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Proposal No. 4 – Advisory Vote on the Frequency of Named Executive Officer Compensation
One Year Frequency |
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| Two Year Frequency |
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| Three Year Frequency |
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| Abstain |
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| Broker Non-Votes |
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| 1,104,349 |
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| 12,822 |
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| 626,461 |
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|
| - |
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| 815,429 |
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In light of the outcome of the stockholder vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers and its previous recommendation, the Company’s Board of Directors has determined to hold the advisory vote on the compensation of the Company’s named executive officers every year until the next required vote on the frequency of such votes. Accordingly, the next stockholder advisory vote on executive compensation is expected to be held at the Company’s 2024 annual meeting of stockholders. The next advisory vote on the frequency of future advisory votes on executive compensation is required to occur no later than the Company’s 2029 annual meeting of stockholders.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BK TECHNOLOGIES CORPORATION | ||
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Date: December 14, 2023 | By: | /s/ Scott A. Malmanger |
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| Scott A. Malmanger |
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| Chief Financial Officer |
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