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): August 22, 2013
Sono-Tek Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 0-16035
| New York | 14-1568099 |
| (State of Incorporation) | (I.R.S. Employer ID No.) |
| 2012 Route 9W, Milton, New York | 12547 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (845) 795-2020
Check appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425) |
| ☐ | 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)) |
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 22, 2013, Sono-Tek Corporation (the “Company”) agreed with its Chairman and Chief Executive Officer, Dr. Christopher L. Coccio, that effective September 1, 2013, Dr. Coccio’s annual salary would be reduced from $225,000 to $150,000 in connection with a planned reduction of Dr. Coccio’s time commitment to the Company. Dr. Coccio was reappointed by the Board as Chairman and Chief Executive Officer and will continue in that capacity as part of this arrangement.
Item 5.07: Submission of Matters to a Vote of Security Holders.
The following matters were voted upon at the Company’s annual meeting of shareholders held on August 22, 2013:
| 1. | The shareholders elected, by a plurality of the votes cast, all four nominees to the Board of Directors to serve until the Annual Meeting of Shareholders in 2015 and until their successors are duly elected and qualified. |
| For | Against | Broker Non-Votes | ||
| Christopher L. Coccio | 6,746,172 | 233,195 | 4,991,081 | |
| R. Stephen Harshbarger | 6,746,686 | 232,681 | 4,991,081 | |
| Joseph Riemer | 6,747,086 | 232,281 | 4,991,081 | |
| Philip Strasburg | 6,741,686 | 237,681 | 4,991,081 |
Edward J. Handler, Eric Haskell, Donald F. Mowbray and Samuel Schwartz, who were not standing for re-election, continued to serve as Directors following the annual meeting.
| 2. | The shareholders ratified by the affirmative vote of the majority of the votes cast on the proposal, the appointment of Ligget, Vogt & Webb, P.A., as the Company’s independent auditors for the fiscal year ending February 28, 2014. |
| For: | 11,767,213 | |
| Against: | 199,032 | |
| Abstained: | 4,203 | |
| There were no broker non-votes. | ||
| 3. | The shareholders approved, in a non-binding advisory vote, the compensation of the company’s named executive officers. |
| For: | 6,204,982 | |
| Against: | 453,573 | |
| Abstained: | 320,812 | |
| Broker Non-Votes: | 4,991,081 |
| 4. | The shareholders recommended, in a non-binding advisory vote, that an advisory shareholder vote on the compensation of the Company’s named executive officers should occur every three years. |
| Every Year: | 1,086,107 | |
| Every Two Years: | 1,569,607 | |
| Every Three Years: | 4,057,635 | |
| Abstain: | 220,018 | |
| Broker Non-Votes: | 4,991,081 |
In light of the results of this advisory shareholder vote, the Company has decided to follow the recommendation of its shareholders and will include a shareholder vote on the compensation of executives in its proxy materials every three years.
| 5. | The shareholders approved by the affirmative vote of a majority of the votes cast on the proposal, the adoption of the Company’s 2013 Stock Incentive Plan. |
| For: | 6,028,361 | |
| Against: | 765,885 | |
| Abstained: | 185,121 | |
| Broker Non-Votes: | 4,991,081 |
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.
SONO-TEK CORPORATION
By: /s/ Stephen J. Bagley
Stephen J. Bagley
Chief Financial Officer
August 27, 2013