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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): May 14, 2025
 
THE SHYFT GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
Michigan
 
001-33582
 
38-2078923
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File No.)
 
(IRS Employer
Identification No.)
         
41280 Bridge Street, Novi, Michigan 48375
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (517) 543-6400
 
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(c))
 
Securities registered pursuant to Section 12(b) of the Act:
         
Title of each class
 
Trading
Symbol
 
Name of each exchange
on which registered
Common stock
 
SHYF
 
The NASDAQ Stock Market LLC
 
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
 
The Shyft Group, Inc. (the “Company”) held its annual meeting of shareholders on May 14, 2025 (the “Annual Meeting”). There were 34,932,272 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting and there were 30,463,060 shares of common stock represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business.
 
Four proposals were voted upon at the Annual Meeting. The proposals are described in detail in the Company's proxy statement filed with the Securities and Exchange Commission on March 31, 2025. Proposals one, two and four were voted in favor of and proposal three was voted against. The voting results regarding each proposal are set forth below.
 
Proposal 1: Election to the Company’s Board of Directors for a three-year term:
 
Nominee
For
Withheld
Broker Non-Votes
James Sharman
19,420,702
7,718,816
3,323,542
Carl Esposito
26,848,507
291,011
3,323,542
Terri Pizzuto
26,895,343
244,175
3,323,542
 
Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
 
For
Against
Abstain
 
30,282,177
145,190
35.693
 
 
 
Proposal 3: Approval, on a non-binding basis, of the compensation paid to the Company's Named Executive Officers:
 
For
Against
Abstain
Broker Non-Votes
10,093,413
15,799,365
1,246,740
3,323,542
 
 
Proposal 4: Approval of the amendment and restatement of The Shyft Stock Incentive Plan:
 
For
Against
Abstain
Broker Non-Votes
26,184,764
933,484
21,270
3,323,542
 
 
Item9.01.         Financial Statements and Exhibits.
 
        d)          Exhibits.
 
Exhibit Number
 
Description
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
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.
 
   
THE SHYFT GROUP, INC.
 
Dated: May 14, 2025
 
/s/ Joshua A. Sherbin
   
By: Joshua A. Sherbin
Chief Legal, Administrative and Compliance Officer and Corporate Secretary
 
 
 
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