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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 13, 2026

 

NORTECH SYSTEMS INCORPORATED

(Exact name of registrant as specified in charter)

 

Minnesota   0-13257   41-1681094
(State or other jurisdiction   (Commission   IRS Employer
of incorporation)   File Number)   Identification No.)

 

7550 Meridian Circle N, Maple Grove, MN 55369

(Address of principal executive offices)

 

(952) 345-2244

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed from 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 14-2(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(s)   Name of each exchange on which registered:
Common Stock, par value $.01 per share   NSYS   NASDAQ Capital Market

 

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. ☐

 

 

 

 
 

 

Section 5 – Corporate Governance and Management

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 13, 2026, the Company held its annual meeting of shareholders. The matters voted upon at the meeting and results of such voting are set forth below:

 

(1) The shareholders elected six directors to serve as members of the Company’s Board of Directors for one-year terms and until their successors are elected and qualified.  The shareholders cast the following votes with respect to the election of directors:

 

Nominee   Votes For   Votes Withheld   Broker Non-Vote
David B. Kunin   1,596,564   3,718   401,530
Ryan P. McManus   1,597,533   2,749   401,530
Jay D. Miller   1,597,543   2,739   401,530
Stacy A. Kruse   1,598,387   1,895   401,530
Amy S. Fredregill   1,590,326   9,956   401,530
Jose A. Peris   1,597,159   3,123   401,530

 

(2)The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Company’s proxy statement. There were 1,583,707 votes cast for the proposal; 8,877 votes cast against the proposal; 7,698 votes abstained; and there were 401,530 broker non-votes.

 

(3)The shareholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. There were 1,993,417 votes cast for the proposal; 8,375 votes cast against the proposal; 20 votes abstained; and there were no broker non-votes.

 

(4)The shareholders approved the 2026 Equity Incentive Plan. There were 1,518,964 votes cast for the proposal; 79,081 votes cast against the proposal; 2,237 votes abstained; and there were 401,530 broker non-votes.

 

 
 

 

Date: May 14, 2026

 

  Nortech Systems Incorporated
  (Registrant)
   
  /s/ Andrew D. C. LaFrence
 

Andrew D. C. LaFrence

  Chief Financial Officer and SVP Finance