8-K
Optex Systems Holdings Inc (OPXS)
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): February 16, 2022
OPTEX
SYSTEMS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-54114 | 90-0609531 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> File Number) | (IRS<br> Employer<br><br> Identification No.) |
| 1420<br> Presidential Drive, Richardson, TX | 75081-2439 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (972) 644-0722
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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:.
| Title<br> of each class | Trading<br> Symbol | Name<br> of each exchange on which registered |
|---|---|---|
| None |
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<br> growth company |
|---|---|
| ☐ | If<br> an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying<br> with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. |
Item5.07 Submission of Matters to a Vote of Security Holders.
On February 16, 2022, Optex Systems Holdings, Inc., a Delaware corporation (the “Company”), held its 2022 annual meeting of shareholders (the “Meeting”). As of the record date for the Meeting, 8,455,620 shares of common stock were issued and outstanding. A total of 6,920,808 shares of common stock, constituting a quorum, were present or represented by proxy at the Meeting. At the Meeting, the Company’s shareholders voted on the following proposals:
| 1. | To<br> elect four nominees to the Company’s board of directors, each for a term expiring at the next annual meeting of shareholders,<br> and until his successor has been duly elected and qualified: | |||||
|---|---|---|---|---|---|---|
| Director | For | Withhold | Broker Non-Votes | |||
| --- | --- | --- | --- | --- | --- | --- |
| Danny R. Schoening | 4,279,380 | 58,693 | 2,582,735 | |||
| Lawrence F. Hagenbuch | 4,281,389 | 56,684 | 2,582,735 | |||
| Dale E. Lehmann | 4,276,780 | 61,293 | 2,582,735 | |||
| R. Rimmy Malhotra | 4,273,589 | 64,484 | 2,585,735 | |||
| 2. | To<br> ratify the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year<br> ending October 2, 2022: | |||||
| --- | --- | |||||
| For | Against | Abstain | ||||
| --- | --- | --- | --- | --- | --- | |
| 6,862,587 | 53,417 | 4,804 | ||||
| 3. | To<br> approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s<br> proxy statement: | |||||
| --- | --- |
| For | Against | Abstain | Broker Non-Votes | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 5,154,698 | 27,674 | 222,386 | 1,516,050 | ||||||
| 4. | To<br> provide an advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers: | ||||||||
| --- | --- | ||||||||
| 3 years | 2 years | 1 year | Abstain | Broker Non-Votes | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 3,490,549 | 151,276 | 598,671 | 97,577 | 2,582,735 |
As a result, all four director nominees to the Company’s board of director were elected, proposals 2 and 3 were approved, and the shareholders voted to hold the advisory vote on compensation of the Company’s named executive officers every three years. Accordingly, the Company has decided to hold the advisory vote on compensation of its named executive officers every three years.
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 hereunto duly authorized.
| Optex<br> Systems Holdings, Inc. | |
|---|---|
| (Registrant) | |
| By: | /s/ Karen Hawkins |
| Karen<br> Hawkins | |
| Title: | Chief<br> Financial Officer |
Date: February 21, 2022