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
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
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 DFR 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)) |
Securities registered pursuant to Section 12(b) of the Act:.
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
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).
| 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 19, 2025, the Company held its 2025 annual meeting of shareholders (the “Meeting”). As of the record date for the Meeting, 6,896,738 shares of common stock were issued and outstanding. A total of 5,729,315 shares of common stock, constituting a quorum, were present or represented by proxy at the Meeting. At the Meeting, the Company’s shareholders voted on the following proposals:
| 1. | To elect four nominees to the Company’s board of directors, each for a term expiring at the next annual meeting of shareholders, and until his successor has been duly elected and qualified: |
| Director | For | Withhold | Broker Non-Votes | |||||||||
| Danny R. Schoening | 3,909,090 | 83,297 | 1,736,928 | |||||||||
| Dayton Judd | 3,886,603 | 105,784 | 1,736,928 | |||||||||
| Dale E. Lehmann | 3,906,008 | 86,379 | 1,736,928 | |||||||||
| R. Rimmy Malhotra | 3,768,414 | 223,973 | 1,736,928 | |||||||||
| 2. | To ratify the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 28, 2025: |
| For | Against | Abstain | ||||||||
| 5,637,056 | 297 | 91,962 | ||||||||
| 3. | To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement. |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 3,420,567 | 123,022 | 448,798 | 1,736,928 | |||||||||||
As a result, all four director nominees to the Company’s board of directors were elected, and proposals 2 and 3 were 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 hereunto duly authorized.
| Optex Systems Holdings, Inc. | ||
| (Registrant) | ||
| By: | /s/ Karen Hawkins | |
| Karen Hawkins | ||
| Title: | Chief Financial Officer | |
Date: February 24, 2025