UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 29, 2020

Astrotech Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

 

001-34426

 

91-1273737

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

201 West 5th Street, Suite 1275, Austin, Texas

 

78701

(Address of Principal Executive Offices)

 

(Zip Code)

 

(512) 485-9530

Registrant’s Telephone Number, Including Area Code

 

(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

 

 

 

Pre-commencement communication 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, $0.001 par value per share

 

ASTC

 

NASDAQ Stock Market, LLC

 


 


 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07Submission of Matters to a Vote of Security Holders

 

On June 29, 2020, Astrotech Corporation (the “Company”) held its annual meeting of shareholders (the “Meeting”), pursuant to notice duly given, at 201 W. 5th Street, Suite 1275, Austin, Texas 78701. Of the 7,575,464 shares of common stock entitled to vote at such meeting, 6,372,183 shares, or 80.12% of the Company’s common stock, were present in person or by proxy. The matters voted upon at the meeting and the results of such voting are set forth below:

 

Proposal 1 – Election of Directors

 

By the votes reflected below, our shareholders elected the following individuals to serve as directors to serve for the respective terms prescribed by the Company’s bylaws:

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Thomas B. Pickens III

 

2,826,299

 

45,065

 

3,500,819

Mark Adams

 

2,827,082

 

44,282

 

3,500,819

Daniel T. Russler, Jr.

 

2,817,729

 

53,635

 

3,500,819

Ronald W. Cantwell

 

2,825,629

 

45,735

 

3,500,819

Tom Wilkinson

 

2,802,477

 

68,887

 

3,500,819


Proposal 2 - Ratification of Selection of Independent Registered Public Accounting Firm

 

By the votes reflected below, our shareholders ratified the appointment of Armanino, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

6,174,745

 

103,566

 

93,872

 

 

Proposal 3 - Approval of Amendment to 2011 Stock Incentive Plan

 

By the votes reflected below, our shareholders approved to increase the aggregate number of shares of our common stock available under the 2011 Stock Incentive Plan by an additional 1,500,000 shares (increasing the number of shares that may be delivered pursuant to awards granted under the 2011 Stock Incentive Plan from 1,512,197 to 3,012,197 shares):

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

2,378,998

 

462,796

 

29,570

 

3,500,819

 

Proposal 4 - Approval of Amendment to Certificate of Incorporation

 

By the votes reflected below, our shareholders approved to increase the total number of authorized shares of the Company’s common stock by 35,000,000 shares, to a total of 50,000,000 shares of common stock:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

5,306,464

 

1,030,210

 

35,509

 

 


 


 



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.

 

 

 

ASTROTECH CORPORATION

 

 

 

 

Date: June 29, 2020

 

By:

/s/ Thomas B. Pickens III

 

 

 

Name: Thomas B. Pickens III

 

 

 

Title: Chairman of the Board and Chief Executive Officer

 

 

 

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