8-K

Envela Corp (ELA)

8-K 2021-06-07 For: 2021-06-07
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Added on April 10, 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

Date of Report (Date of earliest event reported): June 7, 2021 (June 4, 2021)

ENVELA CORPORATION

(Exact name of Registrant as specified in its charter)

Nevada 1-11048 88-0097334
(State<br>or other jurisdiction of<br><br><br>incorporation<br>or organization) (Commission<br><br><br>File<br>Number) (I.R.S.<br>Employer<br><br><br>Identification<br>No.)

1901 GATEWAY DR., STE 100

Irving, Texas 75038

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, including area code: (972) 587-4049

(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 (see General Instruction A.2.):

Written<br>communications pursuant to Rule 425 under the Securities Act (17<br>CFR 230.425)
Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR<br>240.14a-12)
Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17<br>CFR 240.14d-2(b))
Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17<br>CFR 240.13e-4(c))
Title of each<br>class Trading<br>Symbol Name of exchange on<br>which registered
--- --- ---
Common<br>Stock, $0.01 par value ELA NYSE<br>American

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.

On June 4, 2021, the Company held its 2021 annual meeting (the “Annual Meeting”) of stockholders (the “Stockholders”) virtually. The matters submitted to the Stockholders for a vote at the Annual Meeting were set forth in the Company’s Definitive Proxy Statement on Schedule DEF 14A, which was filed with the Securities and Exchange Commission on April 30, 2021 (the “Proxy Statement”) and distributed to the Stockholders. Stockholders representing 23,313,256 or 86.59% of the shares of the Common Stock outstanding and entitled to vote as of the record date, May 3, 2021, were represented virtually at the meeting either in person or by proxy.

The matters proposed to the Stockholders for a vote were: (i) the election of each of John R. Loftus, Joel S. Friedman, Jim R. Ruth, Alexandra C. Griffin and Allison M. DeStefano as members of the Company’s Board of Directors; (ii) the ratification of the Company’s appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and (iii) to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of proposals one through two.

The final voting results of the Annual Meeting are set forth below.

Proposal One

The nominees named in the Proxy Statement (the “Proxy Statement Nominees”) were elected to the Board of Directors to serve until the next annual meeting of Stockholders and until their respective successors are duly-elected and qualified (or until their death, resignation or removal, if earlier). The Proxy Statement Nominees were the only nominees to receive votes for their election at the meeting, and the Proxy Statement Nominees constitute the five nominees receiving the highest number of votes in favor of their election as directors. The results of the vote with respect to their respective elections were as follows:

Nominees Votes For Votes Withheld Broker Non-Votes
John R.<br>Loftus 21,460.583 39,414 1,813,259
Joel S.<br>Friedman 21,377,480 122,517 1,813,259
Jim R.<br>Ruth 21,319,094 180,903 1,813,259
Alexandra<br>C Griffin 21,377,567 122,430 1,813,259
Allison<br>M. DeStefano 21,463,301 36,696 1,813,259

Proposal Two

The proposal to ratify the Company’s appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was approved by the following vote:

Votes<br>For Votes<br>Against Abstentions Broker<br>Non-Votes
23,296,403 14,503 2,350 0

Proposal Three

The proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of proposals one through two was approved by the following vote. It was not necessary to adjourn the Annual Meeting as proposals one through two were approved at the Annual Meeting.

Votes<br>For Votes<br>Against Abstentions
23,148,309 158,430 6,517

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.

By: /s/<br>BRET A. PEDERSEN
Bret A. Pedersen
Chief<br>Financial Officer
(Principal<br>Accounting Officer)

Date:  June 7, 2021