UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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, 2016

 

OMEGA FLEX, INC.

(Exact name of registrant as specified in charter)

 

 

 

 

Pennsylvania

000-51372

23-1948942       

(State or other

(Commission

(I.R.S. Employer  

jurisdiction of

File Number)

Identification No.)

incorporation)

 

 

 

 

451 Creamery Way,

Exton, Pennsylvania, 19341

(Address of Principal Executive Offices)

 

 

Registrant’s telephone number, including area code: 610-524-7272

 

______________________________________________________________________________

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

 

 


 

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS - This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to management’s good faith expectations and beliefs, which are subject to inherent uncertainties which are difficult to predict, and may be beyond the ability of the Company to control. Forward-looking statements are made based upon management’s expectations and belief concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management.

 

The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements.

 

Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements which may be made to reflect events or circumstance after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances. For additional information about risks and uncertainties that could adversely affect the Company’s forward-looking statements, please refer to the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and the Quarterly Report on Form 10-Q for the period ended March 31, 2016.

 

Item 5.07.  Submission of Matters to a Vote of Security Holders

 

On June 7, 2016, the Company held its Annual Meeting of Shareholders at which three proposals were voted upon: (i) the election of three class 2 directors for a three year term, (ii) approval on a non-binding advisory basis the executive compensation of the Company’s named executive officers, and (iii) ratification of the appointment of independent auditors.  The following persons were duly elected to serve, subject to the Company’s by-laws, as directors of the Company for a three year term expiring at the 2019 annual shareholders’ meeting, or until election and qualification of their successors:

 

Director

J. Nicholas Filler

Derek W. Glanvill

Bruce C. Klink

Votes in Favor

8,526,593

8,532,784

8,458,436

Votes Withheld

23,439

17,248

91,596

Broker Non-Votes

472,950

472,950

472,950

 

The proposal to approve, on a non-binding advisory basis, the executive compensation of the Company’s named executive officers was approved by the shareholders:

 

For

8,185,982

Against

341,451

Abstain

22,599

Non-Votes

472,950

 

The next vote to approve, on a non-binding advisory basis, the executive compensation of the Company’s named executive officers such vote will be in connection with the annual shareholders’ meeting in 2019.

 


The proposal to ratify the appointment by the Audit Committee of the Board of Directors of RSM US, LLC to audit the Company’s financial statements for the year ending December 31, 2016 was ratified by the shareholders:

 

For

9,022,013

Against

852

Abstain

117

 

 

Item 9.01.  Financial Statement and Exhibits

 

(a)   none

 

(b)   none

 

(c)   none

 

(d)   none

 

 

SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

OMEGA FLEX, INC.

 

(Registrant)

 

 

Date: June 10, 2016

By: /s/ Paul J. Kane

 

Paul J. Kane

 

Vice President – Finance

 

(Chief Financial Officer)