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) | February 8, 2021 |
Technical Communications Corporation
(Exact name of registrant as specified in its charter)
| Massachusetts | 001-34816 | 04-2295040 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 100 Domino Drive, Concord, MA | 01742 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (978) 287-5100 |
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:
| ☐ | 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)) |
Securities registered or to be 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 February 8, 2021, Technical Communications Corporation (the "Company") held its 2021 annual meeting of shareholders (the “Meeting”) at its executive offices in Concord, MA. Set forth below are the matters voted upon at the meeting and the voting results:
Proposal 1 - The Company’s shareholders voted to elect two Class III Directors to serve on the Board of Directors for a term of three years expiring at the 2024 Annual Meeting of Stockholders. A summary of votes cast follows below:
| Nominee | Votes for | Votes withheld | ||
| Carl H. Guild, Jr. | 543,549 | 15,794 | ||
| Thomas E. Peoples | 531,242 | 28,101 |
There were 662,598 broker non-votes with respect to Proposal 1.
Proposal 2 - The Company's shareholders approved on an advisory, non-binding basis, the compensation of the Company's named executive officers as disclosed in the proxy statement for the Meeting, with 504,288 shares voting for and 51,583 shares voting against. There were 3,472 shares abstaining and 662,598 broker non-votes on this proposal.
Proposal 3 - The Company's shareholders voted to ratify the appointment of Stowe & Degon, LLC as the Company's independent registered public accounting firm for the fiscal year ending September 25, 2021 with 1,211,358 shares voting for, 619 shares voting against, and 9,964 shares abstaining with respect to this proposal.
| Item 9.01 | Financial Statements and Exhibits. |
| a. | Financial statements of businesses acquired. Not applicable. |
| b. | Pro forma financial information. Not applicable. |
| c. | Shell company transactions. Not applicable |
| d. | Exhibits. Not applicable |
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.
| Technical Communications Corporation | ||
| Dated: February 12, 2021 | By: | /s/ Carl H. Guild, Jr. |
| Carl H. Guild, Jr. | ||
| President and Chief Executive Officer |