8-K - SPRS - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2021 (December 16, 2021)

SURGE COMPONENTS, INC.
(Exact name of registrant as specified in its charter)
Delaware	000-27688	11-2602030
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(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification No.)
95 East Jefryn Blvd., Deer Park, New York	11729
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (631) 595-1818

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)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each Exchange on which registered.
N/A	N/A	N/A

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 December 1, 2021, the Company held its 2021 Annual Meeting (the “2021 Annual Meeting”). The meeting was left open and adjourned until December 16, 2021 in order to allow for additional voting on all proposals. The meeting was then concluded on December 16, 2021 and the voting results were as listed below:

Proposal 1: Election of Directors

The votes to elect seven directors to hold office until the 2022 Annual Meeting of Stockholders as of December 16, 2021 were as follows:


Ira Levy	3,012,599	266,515	455,169
Steven J. Lubman	3,045,460	233,654	455,169
Alan Plafker	3,012,599	266,515	455,169
Martin Novick	3,006,460	272,654	455,169
Lawrence Chariton	3,012,599	266,515	455,169
Peter A. Levy	3,001,460	277,654	455,169
Gary M. Jacobs	3,008,599	270,515	455,169

**Proposal 2:**Ratification of the appointment of independent registered public accounting firm.

The votes as of December 16, 2021, to ratify the appointment of Seligson & Giannattasio, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 were as follows:

Shares Voted For	Shares Voted Against	Shares Abstaining	Broker Non-Vote
3,610,432	37,040	86,811	0

**Proposal 3:**To approve of the Company’s advisory vote on executive compensation.

The advisory votes as of December 16, 2021, on the approval of executive compensation were as follows:

Shares Voted For	Shares Voted Against	Shares Abstaining	Broker Non-Vote
2,962,584	255,681	60,849	455,169

Proposal 4: Advisory Vote Regarding the Frequency of Future Advisory Votes on Executive Compensation.

The advisory votes as of December 16, 2021, regarding the frequency of future advisory votes on executive compensation were as follows:

Three Years	Two Years	One Year	Abstentions	Broker Non-Vote
2,366,924	8,931	860,242	43,017	455,169

Proposal 5: Approval of the reincorporation from Delaware to Nevada.

Pursuant to Delaware General Corporate Law, a majority of outstanding shares entitled to vote is required for approval.

The voting results as of December 16, 2021 and the percentage of all of the outstanding shares of the Company, for the reincorporation from Delaware to Nevada were as follows:

Shares Voted For		Shares Voted Against		Shares Abstaining		Broker Non-Vote
	2,982,349		242,216		54,549		455,169
	53.00%		4.30%		0.97%		8.09%

SIGNATURE

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.

Date: December 20, 2021

Surge Components, Inc.
/s/ Ira Levy
Ira Levy
President and Chief Executive Officer