UUU 8-K
Universal Safety Products, Inc. (UUU)
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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by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
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INFORMATION TO BE INCLUDED IN THE REPORT
| Item 3.01. | Notice of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As previously reported, on April 3, 2023, Universal Security Instruments, Inc. (the “Company”) received a letter from NYSE Regulation on behalf of NYSE American LLC (the “Exchange”) stating that the Company is not in compliance with the continued listing standards set forth in Section 704 of the Exchange’s Company Guide (the “Company Guide”) as the result of the Company’s failure to hold an annual meeting for the fiscal year ended March 31, 2022 by March 31, 2023.
On September 19, 2023, the Company received a letter from the Exchange advising the Company that, as a result of the Company’s Annual Meeting of Stockholders held on September 19, 2023, the Company is back in compliance with the Exchange’s continued listing standards set forth in Section 704 of the Exchange’s Company Guide and has resolved the deficiency set forth in the Exchange’s April 3, 2023 notification letter.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Stockholders of the Company was held on September 19, 2023. The matters submitted to the stockholders for a vote were: (i) the election of (a) one director to serve for a one-year term, (b) two directors to serve for a two-year term, and (c) one director to serve for a three-year term; (ii) a non-binding resolution approving the compensation of the executive officers named in the proxy statement; and (iii) the authorization of the Company’s Board of Directors to accept the selection by the Audit Committee of an outside auditing firm for the Company’s 2024 fiscal year.
Of the 2,312,887 shares entitled to notice of and to vote at the meeting, 1,243,522 shares (or 53.76% of the total shares) were represented at the meeting.
| (i) | The nominees submitted for election as directors were: Ronald A. Seff. M.D.to serve for a term of one year; Cary Luskin and Ira F. Bormel, CPA, each to serve for a term of two years; and Harvey B. Grossblatt, to serve for a term of three years, all described in the Proxy Statement distributed to stockholders in connection with the meeting. The following are the voting results (in number of shares) with respect to the election of directors: |
|
Name |
For |
Withhold |
Abstain |
Broker Non-Votes |
| Ronald A. Seff, M.D. | 408,512 | 115,852 | 0 | 719,158 |
| Cary Luskin | 347,354 | 177,010 | 0 | 719,158 |
| Ira F. Bormel, CPA | 389,359 | 135,005 | 0 | 719,158 |
| Harvey B. Grossblatt | 408,344 | 116,020 | 0 | 719,158 |
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As a result, the nominees were elected for the respective terms set forth above.
| (ii) | The results of the vote on the non-binding resolution approving the compensation of the executive officers named in the proxy statement were as follows: |
|
For |
Against |
Abstain |
Broker Non-Votes |
| 383,674 | 140,060 | 630 | 719,158 |
As a result, the resolution was approved.
| (iii) | The results of the vote on the proposal to authorize selection of an auditor were as follows: |
|
For |
Against |
Abstain |
Broker Non-Votes |
| 1,237,322 | 1,343 | 4,857 | 0 |
As a result, the proposal was approved.
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 thereunto duly authorized.
| UNIVERSAL SECURITY INSTRUMENTS, INC. | ||
| (Registrant) | ||
| Date: September 20, 2023 | By: | /s/ Harvey B. Grossblatt |
| Harvey B. Grossblatt | ||
| President | ||
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