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): June 2, 2020

 

 

ASTRONOVA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Rhode Island   0-13200   05-0318215

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

600 East Greenwich Avenue

West Warwick, RI 02893

(Address of principal executive offices) (Zip Code)

(401) 828-4000

Registrant’s telephone number, including area code

Not applicable

(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 (see General Instruction A.2. below):

 

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)

 

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))

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).

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on which Registered

Common Stock, $0.05 Par Value   ALOT   NASDAQ Global Market

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.

We held our annual meeting of shareholders on June 2, 2020. A total of 7,096,596 shares of our common stock were outstanding as of April 3, 2020, the record date for the annual meeting.

At the annual meeting, our shareholders voted (i) to elect six directors to serve until the next annual meeting of shareholders and thereafter until their respective successors are elected and qualified, (ii) to approve an advisory (non-binding) proposal on the compensation paid to our executive officers, and (iii) to ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for our fiscal year ending January 31, 2021. Set forth below are the matters acted upon at the annual meeting and the final voting results on each matter as reported by our inspector of elections.

 

1.

Election of directors.

 

Nominee

  

For

  

Withheld

  

Broker
Non-Votes

Jean A. Bua

   3,936,410.47    622,521.18    1,662,372

Mitchell I. Quain

   3,852,744.47    706,187.18    1,662,372

Yvonne E. Schlaeppi

   3,980,189.47    578,742.18    1,662,372

Harold S. Schofield

   3,965,671.02    593,260.64    1,662,372

Richard S. Warzala

   4,187,643.47    371,288.18    1,662,372

Gregory A. Woods

   4,057,200.37    501,731.28    1,662,372

 

2.

To approve, on an advisory, non-binding basis, the compensation paid to our named executive officers.

 

For

  

Against

  

Abstain

  

Broker
Non-Votes

3,452,174.05    1,089,892.61    16,865    1,662,372

 

3.

To ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for our fiscal year ending January 31, 2021.

 

For

  

Against

  

Abstain

  

Broker
Non-Votes

5,379,324.65    482,205    359,774    0

 

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SIGNATURE

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.

 

   

ASTRONOVA, INC.

Dated: June 5, 2020     By:  

/s/ David S. Smith

     

David S. Smith

     

Vice President, Chief Financial

Officer and Treasurer

 

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