Current Report Filing (8-k)
November 18 2022 - 4:01PM
Edgar (US Regulatory)
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2022-11-17
2022-11-17
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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):
November 17, 2022
PRO-DEX, INC.
(Exact name of registrant as specified in charter)
Colorado |
0-14942 |
84-1261240 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
2361 McGaw Avenue
Irvine, California 92614
(Address of principal executive offices, zip
code)
(949) 769-3200
(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:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12(b) 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).
Securities registered pursuant to Section 12(b)
of the Exchange Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, no par value |
PDEX |
NASDAQ Capital Market |
Emerging growth company ☐ |
|
If an emerging growth company, indicate by checkmark 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 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 17, 2022, Pro-Dex,
Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting,
the Company’s shareholders voted on two proposals and one advisory vote set forth below. The proposals and advisory vote are described
in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on
October 3, 2022 (the “Proxy Statement”).
| 1. | To elect Raymond E. Cabillot, Angelita R. Domingo, William J. Farrell III,
David C. Hovda, Katina M.K. Philp, Nicholas J. Swenson and Richard L. Van Kirk (the “Candidates”) to serve as members of the
board of directors (“Board”) of the Company until their successors are duly elected and qualified. |
Candidate |
Votes For |
Withheld |
Broker Non-Votes |
Raymond E. Cabillot |
2,161,219 |
104,590 |
690,890 |
Angelita R. Domingo |
2,253,541 |
12,268 |
690,890 |
William J. Farrell III |
2,255,030 |
10,779 |
690,890 |
David C. Hovda |
2,262,099 |
4,710 |
690,890 |
Katrina M.K. Philp |
2,260,577 |
5,232 |
690,890 |
Nicholas J. Swenson |
2,148,695 |
117,114 |
690,890 |
Richard L. Van Kirk |
2,253,776 |
12,033 |
690,890 |
On the basis
of the foregoing votes, each of the Candidates was elected.
| 2. | To ratify the appointment of Moss Adams, LLP as the Company’s independent
registered public accounting firm for the year ending June 30, 2023. |
For |
Against |
Abstain |
Broker Non-Votes |
2,947,076 |
4,934 |
4,689 |
— |
On the basis
of the foregoing votes, the proposal was ratified.
| 3. | To cast a non-binding advisory vote with regard to the compensation of the
Company’s Named Executive Officers (as defined in the Proxy Statement) as set forth in the Proxy Statement. |
For |
Against |
Abstain |
Broker Non-Votes |
2,230,772 |
23,295 |
11,742 |
690,890 |
On the
basis of the foregoing votes, the shareholders approved, on a non-binding advisory basis, the compensation of the Named Executive Officers.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
|
Description |
104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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.
Date: November 18, 2022 |
Pro-Dex, Inc. |
|
|
|
|
|
|
By: |
/s/ Alisha K. Charlton |
|
|
Alisha K. Charlton |
|
|
Chief Financial Officer |
INDEX TO EXHIBITS
Exhibit Number |
|
Description |
104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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