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): November 2, 2020
 
 
THE L.S. STARRETT COMPANY
(Exact name of registrant as specified in its charter)
 
 
Massachusetts 1-367 04-1866480
(State or Other Jurisdiction of Incorporation) (Commission File Number)
(IRS Employer
Identification No.)
 
 
121 CRESCENT STREET, ATHOL, MASSACHUSETTS 01331
(Address of principal executive offices) (Zip Code)
 
 
 
Registrant's telephone number:
978-249-3551
 
 
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:
 
☐ 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)
 


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-2of the Securities Exchange Act of 1934 (§ 240 12b-2 of this chapter).
 
Emerging Growth Company ☐
 
If an emerging growth company, indicate by a 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. ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class  
Trading
Symbol(s)
 
Name of each exchange on
which registered
Class A Common Stock, $1.00 par value per share   SCX   New York Stock Exchange
  
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Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on November 2, 2020. Proxies for the Annual Meeting were solicited by the Board pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitation. There were 6,329,317 Class A shares, with each Class A share entitling the record holder thereof to one vote per share and 657,270 Class B shares, with each Class B share entitling the record holder thereof to 10 votes per share, for a combined total of 6,986,587 Class A and Class B shares entitled to vote at the Annual Meeting. A total of 5,180,424 Class A shares and 4,349,931 Class B shares, for a combined total of 9,530,355 Class A and Class B shares were represented at the Annual Meeting in person or by proxy, after giving effect to the respective voting power of the Class A shares and Class B shares described in the previous sentence. The final votes on the proposals presented at the meeting were as follows:

Proposal No. 1 - Election of Directors

Thomas J. Riordan was elected as a director by the Class A shareholders to hold office until the 2023 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation, or removal, by the following vote:

Nominee For Withheld Broker Non-Vote
Thomas J. Riordan 2,730,712 1,390,910 1,058,802

Russell D. Carreker was elected as a director by the Class A and Class B shareholders to hold office until the 2023 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation, or removal, by the following vote:


Nominee
For Withheld Broker Non-Vote
Russell D. Carreker 6,154,715 2,316,538 1,058,802

Christopher C. Gahagan was elected as a director by the Class A and Class B shareholders to hold office until the 2023 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation, or removal, by the following vote:



Nominee
For Withheld Broker Non-Vote
Christopher C. Gahagan 6,933,072 1,537,257 1,058,802

Proposal No. 2 – Advisory Vote on Executive Compensation

The Company’s Class A and Class B shareholders voted to approve, on an advisory basis, the compensation of the Company’s named executed officers for fiscal 2020, by the following vote:

For Against Abstain Broker Non-Vote
6,563,129 1,681,113 227,011 1,058,802

Proposal No. 3 - Ratification of Selection of Independent Registered Public Accounting Firm

The Company’s Class A and Class B shareholders ratified the selection by the Audit Committee of the Board of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2021, by the following vote:

For Against Abstain
9,198,307 166,209 164,615


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.

Date: November 6, 2020 THE L.S. STARRETT COMPANY
By: /s/ Douglas A. Starrett
Name: Douglas A. Starrett
Title: President and Chief Executive Officer


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