Current Report Filing (8-k)
November 05 2019 - 4:46PM
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) November 5, 2019
ENGlobal
Corporation
(Exact
name of registrant as specified in its charter)
Nevada
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001-14217
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88-0322261
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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654
N. Sam Houston Parkway E., Suite 400,
Houston,
Texas
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77060-5914
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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: 281-878-1000
(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:
[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
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, $0.001 par value
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ENG
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The
Nasdaq Stock Market LLC
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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
5.08 Shareholder Director Nominations.
The
information set forth under Item 8.01 regarding the deadline for submitting proposals for director nominations is incorporated
herein by reference.
Item
8.01. Other Events.
On
November 5, 2019, the Board of Directors of ENGlobal Corporation (the “Company”) established Monday, December
30, 2019, as the date of the Company’s 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”)
and Monday, November 25, 2019, as the record date for determining shareholders entitled to notice of, and to vote at, the 2019
Annual Meeting. Because the date of the 2019 Annual Meeting has been changed by more than 30 days from the anniversary date of
the Company’s 2018 Annual Meeting of Shareholders, shareholders of the Company who wish to have a proposal considered for
inclusion in the Company’s proxy materials for the 2019 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), must ensure that such proposal is received by the Company’s
Corporate Secretary at ENGlobal Corporation, 654 N. Sam Houston Parkway E., Suite 400, Houston, Texas 77060 on or before the close
of business on November 15, 2019, which the Company has determined to be a reasonable time before it expects to begin to print
and send its proxy materials. Any such proposal must also meet the requirements set forth in the rules and regulations of the
Securities and Exchange Commission in order to be eligible for inclusion in the proxy materials for the 2019 Annual Meeting.
In
addition, in accordance with the requirements contained in the Company’s Second Amended and Restated Bylaws, shareholders
who wish to bring business before the 2019 Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for
election as a director must ensure that written notice of such proposal (including all of the information specified in the Company’s
Second Amended and Restated Bylaws) is received by the Company’s Corporate Secretary at the address specified above no later
than the close of business on November 15, 2019. Any such proposal must meet the requirements set forth in the Company’s
Second Amended and Restated Bylaws in order to be brought before the 2019 Annual Meeting.
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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ENGlobal
Corporation
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(Registrant)
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November
5, 2019
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/s/
MARK A. HESS
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(Date)
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Mark
A. Hess,
Chief
Financial Officer, Treasurer
and
Corporate Secretary
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