Current Report Filing (8-k)
December 16 2021 - 8:01AM
Edgar (US Regulatory)
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2021-12-10
2021-12-10
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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):
December 10, 2021
SCHMITT INDUSTRIES, INC.
(Exact name of registrant as specified in its
charter)
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Oregon
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001-38964
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93-1151989
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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2765 N.W. Nicolai Street
Portland, Oregon
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97210-1818
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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: (503) 227-7908
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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:
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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 – no par value
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SMIT
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NASDAQ Capital Market
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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 5.07 Submission of Matters to a Vote of Security Holders.
At the 2021 Annual Meeting of Shareholders (the
“Annual Meeting”) of Schmitt Industries, Inc. (the “Company”), held on December 10, 2021, the shareholders of
the Company elected Michael Zapata and Alexandre Zyngier as directors of the Company. Mr. Zapata was elected to serve a three-year term,
until the 2024 annual meeting of the Company, and Mr. Zyngier was elected to serve a two-year term, until the 2023 annual meeting of the
Company, and until their successors are duly elected and qualified. The shareholders also (i) approved, on a non-binding advisory basis,
the compensation of the Company’s executive officers and (ii) ratified the selection of UHY LLP as the Company’s independent
registered public accounting firm for fiscal year 2022.
At the Annual Meeting, 2,637,295 shares of common
stock, which represented 69.26% of the 3,808,068 total shares of common stock outstanding and entitled to vote at the Annual Meeting,
were present in person or by proxy which constituted a quorum.
The final votes for each proposal presented to
the Company’s shareholders at the Annual Meeting were as follows:
Election of Directors.
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Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Michael Zapata
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1,333,433
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136,113
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1,167,749
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Alexandre Zyngier
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1,422,827
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46,719
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1,167,749
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Advisory Vote on Executive Compensation.
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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1,387,628
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47,993
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33,925
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1,167,749
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Ratification of Appointment of Independent Registered Public Accounting
Firm.
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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2,625,493
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598
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11,204
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0
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Item 7.01
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Regulation FD Disclosure
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The Company presented a business update (the “Presentation”),
as well as a question and answer session (the “Q&A”), following its December 10, 2021 Annual Meeting. A copy of the Presentation
and Q&A is attached hereto as Exhibits 99.1 and 99.2, respectively, and each is incorporated herein by reference.
The information furnished in this Item 7.01, including
Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall
be expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K may include statements
that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements relate to, without limitation, the
Company’s future economic performance, plans and objectives for future operations and projections of revenue and other financial
items. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,”
“should,” “expect,” “anticipate,” “estimate,” “continue” or comparable terminology.
Forward-looking statements are inherently subject to risks and uncertainties, many of which the Company cannot predict with accuracy and
some of which the Company might not even anticipate. Although we believe that the expectations reflected in such forward-looking statements
are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved. Future events
and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed under the
headings “Risk Factors” in the Company’s Annual Report on Form 10-K, as may be supplemented or amended by the Company’s
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company assumes no obligation to update and supplement forward-looking
statements that become untrue because of subsequent events, new information or otherwise.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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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SCHMITT INDUSTRIES, INC.
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December 16, 2021
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By:
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/s/ Michael R. Zapata
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Name: Michael R. Zapata
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Title: Chief Executive Officer and President
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