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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) June 18, 2024
NV5 GLOBAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
| | | | | | | | | | | | | | | | | |
| Delaware | | 001-35849 | | 45-3458017 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | | |
| 200 South Park Road, | Suite 350 | | | | |
| Hollywood, | Florida | | | | 33021 |
| (Address of Principal Executive Offices) | | | | (Zip Code) |
(954) 495-2112
(Registrant’s Telephone Number, Including Area Code)
n/a
(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))
Securities registered pursuant to Section 12(b) of the Exchange Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | NVEE | | The NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As reported below in Item 5.07, on June 18, 2024, the stockholders of the Company approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to allow for exculpation of officers, as permitted by Delaware Law (the "Amendment"). The Amendment, which was included as Item 4 in the Company's Proxy Statement for its 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission, became effective on June 20, 2024 upon filing of a Certificate of Amendment to the Certificate of Incorporation ("Certificate of Amendment") with the Secretary of State of the State of Delaware.
A copy of the Company's Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 18, 2024, NV5 Global, Inc. (the “Company”) held its 2024 Annual Meeting of stockholders (the “Annual Meeting”). The following matters were considered:
1. Election of Directors
Stockholders elected all of the Company’s seven nominees for director for one-year terms expiring on the next annual meeting of stockholders. The voting results were as follows:
| | | | | | | | | | | | | | | | | |
| For | | Withhold | | Broker Non-Vote |
| (1) Mr. Dickerson Wright | 12,526,260 | | 694,133 | | 1,206,426 |
| (2) Mr. Richard Tong | 12,228,087 | | 992,306 | | 1,206,426 |
| (3) Ms. MaryJo E. O'Brien | 12,948,014 | | 272,379 | | 1,206,426 |
| (4) Mr. William D. Pruitt | 12,126,748 | | 1,093,645 | | 1,206,426 |
| (5) Mr. Francois Tardan | 13,130,556 | | 89,837 | | 1,206,426 |
| (6) Ms. Denise Dickins | 12,670,371 | | 550,022 | | 1,206,426 |
| (7) Mr. Brian C. Freckmann | 12,613,847 | | 606,546 | | 1,206,426 |
2. Approval and Ratification of Auditors
Stockholders approved and ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2024. The voting results were as follows:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 14,313,591 | | 95,948 | | 17,280 | | — |
3. Advisory Say-on-Pay Resolution
Stockholders approved the following resolution "RESOLVED," that the stockholders approve the compensation of the Company's named executive officers, as disclosed in the compensation tables and the related disclosure contained in the 2024 Proxy Statement set forth under the caption "Executive Compensation." The voting results were as follows:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 11,938,020 | | 1,262,673 | | 19,700 | | 1,206,426 |
4. Approval of an Amendment to the Amended and Restated Certificate of Incorporation
Stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation. The voting results were as follows:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 12,243,582 | | 953,088 | | 23,723 | | 1,206,426 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
Dated: June 20, 2024
| | | | | | | | |
| | | NV5 GLOBAL, INC. |
| | |
| | By: | /s/ Richard Tong |
| | Name:
Title: | Richard Tong
Executive Vice President and General Counsel |