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 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 31, 2020

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

Trading Symbol

Name of exchange on which registered

Common Stock, no par value

OCC

Nasdaq Global Market

 

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. ☐

 

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

 

Signatures

 

 

 

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

 

On March 31, 2020, Optical Cable Corporation (“OCC” or the “Company”) held its annual meeting of shareholders 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, and (3) approving, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

 

 

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. 

4,067,542

 

650,689

 

1,590,740

Randall H. Frazier

4,029,948

 

688,283

 

1,590,740

John M. Holland

4,006,381

 

711,850

 

1,590,740

John A. Nygren

4,061,149

 

657,082

 

1,590,740

Craig H. Weber

4,021,018

 

697,213

 

1,590,740

John B. Williamson, III

3,991,957

 

726,274

 

1,590,740

 

 

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

6,076,522

Number of Common Share Votes Against

82,608

Number of Common Share Votes Abstain

149,841

 

 

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

4,548,373

Number of Common Share Votes Against

136,093

Number of Common Share Votes Abstain

33,765

Number of Common Share Broker Non-Votes

1,590,740

 

 

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

 

 

 
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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: April 1, 2020

 

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