Current Report Filing (8-k)

Date : 03/27/2019 @ 9:22PM
Source : Edgar (US Regulatory)
Stock : Optical Cable Corporation (OCC)
Quote : 2.988  -0.2799 (-8.57%) @ 9:13PM
Optical Cable share price Chart

Current Report Filing (8-k)

 

Table of Contents

  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): March 2 6 , 201 9

 

 


OPTICAL CABLE CORPORATION

(Exact name of registrant as specified in its charter)

 

 


 

         

Virginia

 

000-27022

 

54-1237042

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

5290 Concourse Drive

Roanoke, VA

 

24019

(Address of principal executive offices)

 

(Zip Code)

 

(540) 265-0690

(Registrant’s telephone number, including area code)

 

 


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 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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.   ☐

 

 


 

 

Table of Contents 

 

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

 

Item 7.01 Regulation FD Disclosure.

 

Item 9.01 Financial Statements and Exhibits.

 

Signatures

 

Exhibits

 

 

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

 

On March 26, 2019, Optical Cable Corporation (“OCC” or the “Company”) held its annual meeting of shareholders at the Green Ridge Recreation Center, 7415 Wood Haven Road, Roanoke, Virginia for the purposes of (1) electing six directors from the slate of directors nominated in accordance with OCC’s bylaws to serve until the next annual meeting of shareholders, (2) ratifying the appointment of Brown, Edwards & Company, L.L.P. as the independent registered public accounting firm for OCC, (3) approving, on a non-binding advisory basis, the compensation of the Company’s named executive officers, and (4) voting, on a non-binding advisory basis, on the frequency of future advisory votes on named executive officer compensation.

 

1. Election of Directors. Each of the following directors were elected to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified. The vote regarding such directors was as follows:

 

Directors

Common Share

Votes For

 

Common Share

Votes Withheld

 

Common Share

Broker Non-Votes

Neil D. Wilkin, Jr. 

3,907,397

 

784,924

 

2,750,164

Randall H. Frazier

3,820,200

 

872,121

 

2,750,164

John M. Holland

3,814,556

 

877,765

 

2,750,164

John A. Nygren

3,840,496

 

851,825

 

2,750,164

Craig H. Weber

3,940,728

 

751,593

 

2,750,164

John B. Williamson, III

3,937,481

 

754,840

 

2,750,164

 

 

2 . Ratification of Brown, Edwards & Company , L . L . P. Brown, Edwards & Company, L.L.P. was ratified as the independent registered public accounting firm for OCC. The vote regarding the ratification was as follows:

 

 

Number of Common Share Votes For

7,388,453

Number of Common Share Votes Against

1,397

Number of Common Share Votes Abstain

52,635

 

 

3 . Approval, on a non-binding advisory basis, of the compensation to the Company’s named executive officers. The compensation of the Company’s named executive officers was approved on a non-binding advisory basis. The vote regarding the approval was as follows:

 

 

Number of Common Share Votes For

4,103,814

Number of Common Share Votes Against

519,411

Number of Common Share Votes Abstain

69,096

Number of Common Share Broker Non-Votes

2,750,164

 

 

4. Voting, on a non-binding advisory basis, on the frequency of future advisory votes on named executive officer compensation. The frequency of voting once every year on named executive compensation was approved on a non-binding advisory basis. The vote regarding the frequency was as follows:

 

 

Number of Common Share Votes For Once Every Year

2,770,093

Number of Common Share Votes For Once Every Two Years

40,098

Number of Common Share Votes For Once Every Three Years

1,810,916

Number of Common Share Votes Abstain

70,986

Number of Common Share Broker Non-Votes

2,750,164

 

 

No other matters were voted upon at the annual meeting of shareholders.

 

Item 7.01 Regulation FD Disclosure.

 

On March 26, 2019, following the formal portion of the shareholder meeting, Mr. Neil Wilkin, Chairman of the Board, President and CEO, provided a brief presentation on the Company. The material portions of the presentation are attached hereto as Exhibit 99.1.

 

The information in the preceding paragraph, as well as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references Section 7.01 of this Current Report on Form 8-K. All information in Exhibit 99.1 speaks as of the date thereof and the Company does not assume any obligation to update said information in the future. In addition, the Company disclaims any inference regarding the materiality of such information which otherwise may arise as a result of its furnishing such information under Item 7.01 of this report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

The following is furnished as an Exhibit to this Report.

 

     

Exhibit No.

  

Description of Exhibit

   

99.1

  

Presentation Materials from Shareholder Meeting on March 26, 2019.  (FURNISHED HEREWITH)

 

 

 

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.

 

     
 

OPTICAL CABLE CORPORATION

     
 

By:

/s/ TRACY G. SMITH

 

Name:

Tracy G. Smith

 

Title:

Senior Vice President and Chief Financial Officer

 

Dated: March 27, 2019

 

 

EXHIBIT INDEX

 

OPTICAL CABLE CORPORATION

 

Current report on Form 8-K

 

Exhibit No.

  

Description of Exhibit

   

99.1

  

Presentation Materials from Shareholder Meeting on March 26, 2019. (FURNISHED HEREWITH)

 

5

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