BK Technologies Corp DEFA14A, filed Mar 25, 2020
BK Technologies Corp (BKTI)
DEFA14A
2020-03-25
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Added on
October 17, 2026
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
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Date of Report (Date of Earliest Event Reported):
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March 25, 2020
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BK Technologies Corporation
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(Exact name of registrant as specified in its charter)
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Nevada
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001-32644
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83-4064262
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_____________________
(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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7100 Technology Drive, West Melbourne, FL
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32904
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area
code:
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(321) 984-1414
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N/A
______________________________________________
Former name or former address, if changed since last
report
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:
[ ] Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title
of Each Class
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Trading
Symbol(s)
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Name of
Each Exchange on Which Registered
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Common
Stock, par value $.60 per share
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BKTI
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NYSE
American
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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 5.05. Amendments to
the Registrant’s Code of Ethics, or Waiver of a Provision of
the Code of Ethics.
On
March 25, 2020, the Board of Directors (the “Board”) of
BK Technologies Corporation (the “Company”) approved
and adopted amendments to the Code of Ethics for the CEO and Senior
Financial Officers (the “Code of Ethics”), effective as
of such date. The changes to the Code of Ethics clarify the
reporting requirements pursuant to the Code of Ethics and how
conflicts of interest should be addressed within the Company. The
foregoing description of the amendments to the Code of Ethics is
subject to, and qualified in its entirety by, the full text of the
amended Code of Ethics, which is attached as Exhibit 14 to this Current Report on Form 8-K
and is incorporated herein by reference. The Code of Ethics will
also be available on the Company’s website at
www.bktechnologies.com. The
amendments to the Code of Ethics are intended as clarifications and
do not result in any waiver to any officer of the Company, explicit
or implicit, from any provision of the Code of Ethics as in effect
prior to the Board’s action to approve amendments to the Code
of Ethics.
Item
8.01. Other
Events.
The 2020 Annual Meeting of Stockholders of the Company (the
“2020 Annual
Meeting”) will be held on Wednesday, June 24, 2020, at 9:00
a.m., local time, at the Company’s corporate offices
at 7100 Technology Drive, West Melbourne, Florida 32904. The record date for determining stockholders
entitled to notice of, and to vote at, the 2020 Annual Meeting was set by the Company’s
Board of Directors as April 27, 2020.
The
Company intends to hold the 2020 Annual Meeting in person. However,
the Company is actively monitoring the coronavirus (COVID-19) and
is sensitive to the public health and travel concerns that the
Company’s stockholders may have and the protocols that
federal, state, and local governments may impose. In the event it
is not possible or advisable to hold the 2020 Annual Meeting in
person, the Company will announce alternative arrangements for the
meeting as promptly as practicable, which may include postponing or
adjourning the meeting or holding the meeting solely by means of
remote communication. Please monitor the 2020 Annual Meeting
website at www.bktechnologies.com, under the “Investor
Relations” tab and then under “Corporate
Governance” for updated information. If you are planning to
attend the 2020 Annual Meeting, please check the website one week
prior to the meeting date. As always, the Company encourages its
stockholders to vote their shares prior to the 2020 Annual
Meeting.
Important Information
This
Current Report on Form 8-K may be deemed to be solicitation
material in respect of the solicitation of proxies from
stockholders in connection with the 2020 Annual Meeting. The
Company will file a proxy statement with the Securities and
Exchange Commission (the “SEC”) in connection with the
2020 Annual Meeting. The proxy statement, any other relevant
documents and other material filed with the SEC concerning the
Company will be, when filed, available free of charge at
www.sec.gov and on the Company’s website at
www.bktechnologies.com. Copies may also be obtained, free of
charge, by contacting the Company at (321) 984-1414. Stockholders
are urged to read the proxy statement and any other relevant
documents filed when they become available before making any voting
decision because they will contain important
information.
Participants in Solicitation
The
Company, its directors and executive officers and employees may be
deemed to be participants in the solicitation of proxies from
stockholders in connection with the 2020 Annual Meeting.
Information about the Company’s directors and executive
officers and their ownership of the Company’s stock is
available in the Company’s proxy statement for its 2019
Annual Meeting of Stockholders filed with the SEC on May 17, 2019
and in subsequent SEC filings, including Forms 4. Stockholders are
advised to read the Company’s proxy statement for the 2020
Annual Meeting and other relevant documents when they become
available before making any voting decision because they will
contain important information. Stockholders can obtain free copies
of these referenced documents as described above.
Item 9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
14
BK Technologies Corporation Code of Ethics for the CEO and Senior
Financial Officers.
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.
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BK
TECHNOLOGIES CORPORATION
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Date: March 25,
2020
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By:
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/s/ William P.
Kelly
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William P.
Kelly
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Executive Vice
President and
Chief Financial
Officer
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Exhibit 14
BK TECHNOLOGIES, INC. CORPORATION
(the “Company”)
The
Company has a Code of Business Conduct and Ethics applicable to all
directors and employees of the Company and its
subsidiaries. The Chief Executive Officer and all senior
financial officers, including the Chief Financial Officer and
principal accounting officer, are bound by the provisions set forth
therein relating to ethical conduct, conflicts of interest, and
compliance with law. In addition to the Code of Business Conduct
and Ethics, the Chief Executive Officer and senior financial
officers are subject to the following additional specific
policies:
1.
The Chief Executive
Officer and all senior financial officers are responsible for full,
fair, accurate, timely, and understandable disclosure in the
periodic reports required to be filed by the Company with the
Securities and Exchange Commission. Accordingly, it is the
responsibility of the Chief Executive Officer and each senior
financial officer promptly to bring to the attention of the
Disclosure Committee, if applicable, and to the Audit Committee any
material information of which he or she may become aware that
affects the disclosures made by the Company in its public filings
or otherwise assist the Disclosure Committee, if applicable, and
the Audit Committee in fulfilling their
responsibilities.
2.
The Chief Executive
Officer and each senior financial officer shall promptly bring to
the attention of the Disclosure Committee, if applicable, and the
Audit Committee any information he or she may have concerning (a)
significant deficiencies in the design or operation of internal
controls that could adversely affect the Company’s ability to
record, process, summarize, and report financial data or (b) any
fraud, whether or not material, that involves management or other
employees who have a significant role in the Company’s
financial reporting, disclosures, or internal
controls.
3.
The Chief Executive
Officer and each senior financial officer shall promptly bring to
the attention of the Audit Committee any information he or she may
have concerning any violation of this Code or the Company’s
Code of Business Conduct and Ethics, including
any actual or apparent conflicts of interest between personal and
professional relationships, involving any management
or other employees who have a significant role in the
Company’s financial reporting, disclosures, or internal
controls. The Chief Executive
Officer and all senior financial officers shall disclose any
material transaction or relationship that reasonably could be
expected to give rise to a conflict of interest to the Chair of the
Audit Committee so that the Audit Committee can review such
transaction or relationship.
4.
The Chief Executive
Officer and each senior financial officer shall promptly bring to
the attention of the Disclosure Committee, if applicable, and the
Audit Committee any information he or she may have concerning
evidence of a material violation of the securities or other laws,
rules, or regulations applicable to the Company and the operation
of its business, by the Company or any agent thereof, or of
violation of the Code of Business Conduct and Ethics or of these
additional procedures.
5.
The Board of
Directors shall determine, or designate appropriate persons to
determine, appropriate actions to be taken in the event of
violations of the Code of Business Conduct and Ethics or of these
additional procedures by the Chief Executive Officer and the
Company’s senior financial officers. Such actions shall be
reasonably designed to deter wrongdoing and to promote
accountability for adherence to the Code of Business Conduct and
Ethics and to these additional procedures, and may include written
notices to the individual involved that the Board has determined
that there has been a violation, censure by the Board, demotion or
re-assignment of the individual involved, suspension with or
without pay or benefits (as determined by the Board), and
termination of the individual’s employment. In determining
the appropriate action in a particular case, the Board of Directors
or such designee shall take into account all relevant information,
including the nature and severity of the violation, whether the
violation was a single occurrence or repeated occurrences, whether
the violation appears to have been intentional or inadvertent,
whether the individual in question had been advised prior to the
violation as to the proper course of action, and whether or not the
individual in question had committed other violations in the
past.
Last Revised as of June 4,
2018March 25,
2020