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): November
30, 2022 (
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. 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 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 240.13a-4(c)) |
Securities 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 (§ 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 November 30, 2022, the Company held its 2022 Annual Meeting (the “2022 Annual Meeting”). The voting results were as listed below:
Proposal 1: Election of Directors
The votes to elect seven directors to hold office until the 2023 Annual Meeting of Stockholders as of November 30, 2022 were as follows:
| FOR | WITHHOLD | BROKER NON-VOTE | ||||
| Ira Levy | 2,616,928 | 171,909 | 1,280,040 | |||
| Steven J. Lubman | 2,616,928 | 171,909 | 1,280,040 | |||
| Alan Plafker | 2,617,111 | 171,726 | 1,280,040 | |||
| Martin Novick | 2,616,111 | 171,726 | 1,280,040 | |||
| Peter Levy | 2,616,928 | 171,909 | 1,280,040 | |||
| Lawrence Chariton | 2,616,928 | 171,726 | 1,280,040 | |||
| Gary Jacobs | 2,617,111 | 171,726 | 1,280,040 |
Proposal 2: Ratification of the appointment of independent registered public accounting firm.
The votes as of November 30, 2022, to ratify the appointment of Seligson & Giannattasio, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 3,799,388 | 137,882 | 131,607 |
Proposal 3: To ratify the amendment to the rights plan for the purpose of extending the plan for three years.
The votes as of November 30, 2022, were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 2,577,692 | 206,090 | 5,055 | 1,280,040 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 1, 2022
| Surge Components, Inc. | |
| /s/ Ira Levy | |
| Ira Levy | |
| Chief Executive Officer |
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