Amended Current Report Filing (8-k/a)
May 29 2019 - 4:33PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported):
May 22, 2019
Safeguard Scientifics,
Inc.
(Exact Name of registrant
as Specified in Charter)
Pennsylvania
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|
1-5620
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23-1609753
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(State
or other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer ID No.)
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170
North Radnor-Chester Road
Suite
200
Radnor,
PA
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19087
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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:
610-293-0600
Not applicable
(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):
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¨
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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 ($.10 par value)
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SFE
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New York Stock Exchange
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Indicate by check
mark whether the registrant is an emerging growth company as defined in 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).
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.
¨
Explanatory Note
This amended Current Report on Form 8-K/A (this “Amendment”)
is being filed to correct an error in the tabulation of the voting results regarding Proposal I – Election of Directors,
as reported by Safeguard Scientifics, Inc. (the “Company”) in its Current Report on Form 8-K filed with the Securities
and Exchange Commission on May 23, 2019 (the “Original Form 8-K”). The results in the Original Form 8-K
reflected an error by the Company’s transfer agent in its tabulation of the “votes for” with respect to the
election of the Company’s directors. This mistake has been corrected in this Amendment, which amends and restates
the Original Form 8-K in its entirety.
ITEM 5.07
.
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Submission of Matters to a Vote of Security Holders.
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The annual meeting of shareholders (the “Annual Meeting”)
of the Company was held on May 22, 2019. As of the Record Date of March 25, 2019, there were 20,576,974 shares of common stock
outstanding and entitled to notice of and to vote at the Annual Meeting. The matters voted upon at the Annual Meeting and the
results of the voting are set forth below.
Proposal I – Election of Directors
Shareholders approved the election of six directors to serve
as directors for a one-year term to expire at the 2020 Annual Meeting. The voting results for this proposal are as follows:
Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Russell D. Glass
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14,146,801
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1,790,022
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4,170,076
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Ira M. Lubert
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14,156,011
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1,780,812
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4,170,076
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Joseph M. Manko, Jr.
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15,421,001
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515,822
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4,170,076
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Maureen F. Morrison
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12,551,242
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1,785,233
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4,170,076
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John J. Roberts
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12,018,601
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2,317,874
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4,170,076
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Robert J. Rosenthal
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12,342,147
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1,994,328
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4,170,076
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Proposal II – Advisory Vote Concerning
Executive Compensation of the Named Executive Officers
Shareholders approved, on an advisory basis, the Company’s
compensation of its named executive officers, as disclosed in the Compensation Discussion and Analysis and Executive Compensation
sections of the Company’s 2019 Annual Meeting Proxy Statement. The voting results for this proposal are as follows:
Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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10,311,084
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4,697,402
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128,208
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4,170,076
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Proposal III– Ratification of
the Appointment of KPMG as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2019
Shareholders ratified the appointment of KPMG LLP to serve
as the Company’s independent registered public accounting firm for its 2019 fiscal year. The voting results for this
proposal are as follows:
Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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19,059,438
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220,017
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27,315
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------
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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.
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Safeguard Scientifics, Inc.
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Dated: May 29, 2019
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By:
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/s/ Brian J. Sisko
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Brian J. Sisko
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President and Chief Executive Officer
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