Current Report Filing (8-k)
June 04 2019 - 8:33AM
Edgar (US Regulatory)
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 30, 2019
Blonder Tongue Laboratories, Inc.
(Exact Name of registrant as specified
in its charter)
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Delaware
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1-14120
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52-1611421
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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One Jake Brown Road, Old Bridge, New
Jersey
08857
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number,
including area code:
(732) 679-4000
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:
☐ 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-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. ☐
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 $.001
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BDR
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NYSE American
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On May 30, 2019, the Board of Directors
of Blonder Tongue Laboratories, Inc. (the “Company”) appointed Edward R. “Ted” Grauch to the position of
President of the Company, succeeding Robert J. Palle, who will continue to serve as the Company’s Chief Executive Officer
and as a member of the Board of Directors. Mr. Grauch also will continue in his position as the Company’s Chief Operating
Officer.
A copy of the press release announcing Mr.
Grauch’s appointment is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Company’s 2019 Annual Meeting
of Stockholders was held on May 30, 2019. On April 15, 2019, the record date for the 2019 Annual Meeting, 9,542,643
shares of the Company’s common stock were outstanding and entitled to one vote per share upon all matters submitted at the
2019 Annual Meeting. The matters voted on at the 2019 Annual Meeting and the voting results for each matter are
set forth below.
(i)
Election
of Directors
. The following nominees were elected to serve as Class III directors of the Company, each to hold office for a
three-year term to expire at the Company’s annual meeting of stockholders in 2022.
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NOMINEE
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FOR
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WITHHELD
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BROKER
NON-VOTES
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Charles E. Dietz
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6.091,864
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740,963
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2,205,672
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James H. Williams
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6,087,085
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745,742
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2,205,672
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James F. Williams
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6,089,154
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743,673
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2,205,672
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(ii)
Advisory
vote on executive compensation
. Stockholders passed an advisory resolution to approve the Company’s executive compensation.
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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6,123,711
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608,714
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100,402
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2,205,672
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(iii)
Advisory
vote on frequency of future advisory votes on executive compensation
. Stockholders voted, on an advisory basis, on the preferred
frequency of holding future advisory votes on executive compensation.
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THREE
YEARS
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TWO
YEARS
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ONE
YEAR
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ABSTAIN
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BROKER
NON-VOTES
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5,866,401
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20,097
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703,886
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242,383
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2,205,672
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In accordance with the recommendation of
the Board of Directors and based on the results of this advisory vote, the Company will hold an advisory vote on the compensation
of the named executive officers listed in the proxy statement for the Company’s Annual Meeting every three years.
(iv)
Ratification
of Independent Registered Public Accounting Firm
. Stockholders approved a proposal to ratify the appointment of Marcum LLP,
certified public accountants, as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2019.
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FOR
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AGAINST
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ABSTAIN
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8,614,878
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355,479
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68,142
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Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits. The following exhibit is filed herewith:
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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 hereunto duly authorized.
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BLONDER TONGUE LABORATORIES, INC.
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By:
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/s/ Eric Skolnik
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Eric Skolnik
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Senior Vice President and Chief Financial Officer
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Date: June 4, 2019
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