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0000310354
0000310354
2024-10-22
2024-10-22
--06-30
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): October 22, 2024
STANDEX INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-7233
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31-0596149
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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23 Keewaydin Drive, Salem, New Hampshire
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03079
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (603) 893-9701
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, Par Value $1.50 Per Share
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SXI
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New York Stock Exchange
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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 (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Emerging growth company ☐
If an emerging growth company, indicates 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. ☐
Standex International Corporation
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective October 22, 2024, the Shareholders of Standex International Corporation (the “Company”) approved an amendment to Article III, Section 1 of the Company’s Amended and Restated By-Laws (the “By-Law Amendment”). The By-Law Amendment provides the Board of Directors, in addition to the Shareholders, the authority to set the number of directors within a prescribed range. The Company’s Amended and Restated By-Laws, reflecting the By-Law Amendment, is attached as Exhibit 3.1.
ITEM 5.07 (a) and Item 5.07 (b) SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on October 22, 2024. The number of common shares represented at the Annual Meeting of Stockholders was 11,226,864. The stockholders voted on the following proposals:
Proposal I – To elect three Directors to three-year terms ending on the date of the Annual Meeting of Stockholders in 2027:
| Nominee |
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For |
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Against |
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Abstain |
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Non-Vote |
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| For a three-year term |
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| Robin J. Davenport |
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10,675,855 |
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48,588 |
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2,363 |
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500,059 |
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| B. Joanne Edwards |
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10,160,343 |
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564,078 |
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2,385 |
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500,059 |
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| Jeffrey S. Edwards |
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10,431,970 |
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292,047 |
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2,788 |
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500,059 |
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Proposal II – To approve an Amendment of the Amended & Restated 2018 Omnibus Incentive Plan to add 450,000 additional shares:
| For |
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10,310,193 |
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| Against |
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412,677 |
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| Abstain |
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3,936 |
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| Non-Vote |
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500,059 |
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Proposal III – Advisory vote on the Company’s executive compensation:
| For |
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10,630,335 |
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| Against |
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87,816 |
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| Abstain |
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8,655 |
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| Non-Vote |
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500,059 |
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Proposal IV – To approve an Amendment of the Company’s By-Laws to provide the Board of Directors, in addition to the shareholders, with the authority to set the number of directors within a prescribed range:
| For |
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10,995,548 |
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| Against |
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225,214 |
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| Abstain |
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6,102 |
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Proposal V – Ratification of appointment of Deloitte & Touche, LLP as Independent Public Accountants of the Company for the fiscal year ending June 30, 2025:
| For |
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10,964,181 |
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| Against |
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260,440 |
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| Abstain |
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2,244 |
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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 thereunto duly authorized.
STANDEX INTERNATIONAL CORPORATION
(Registrant)
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/s/ Ademir Sarcevic |
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Ademir Sarcevic |
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Chief Financial Officer |
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Date: October 28, 2024 |
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Signing on behalf of the registrant and as principal financial officer |
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