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): September  16, 2019

 

TOROTEL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Missouri
(State or other jurisdiction of
incorporation)

001-08125
(Commission
File Number)

44-0610086
(I.R.S. Employer
Identification No.)

 

520 N. Rogers Road

Olathe, KS 66062

(Address of principal executive office)(Zip Code)

 

(913) 747-6111

(Registrant's telephone number, including area code)

 

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):

 

 

 

 

 

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(s)

Name of each exchange on which registered

None

N/A

N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (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.

On September 16, 2019,  Torotel, Inc. (the “Company”) held its 2019 annual meeting of shareholders at its principal executive offices at 520 N. Rogers Road, Olathe, Kansas 66062. Set forth below are the voting results for each of the matters submitted to a vote of the shareholders.

 

Proposal 1

    

The Company’s shareholders elected the following directors to serve for three-year terms. The voting results are set forth below.

 

 

 

 

 

 

 

 

For

 

Authority Withheld

 

Broker Non-Votes

Anthony H. Lewis

4,309,402

 

6,941

 

976,146

Stephen K. Swinson

3,713,052

 

603,291

 

976,146

 

 

Proposal 2

 

The Company’s shareholders ratified the appointment of RubinBrown LLP as the Company’s independent accountants for the fiscal year ending April 30, 2020. The voting results are set forth below. 

 

,

 

 

 

 

For

 

Against

 

Abstained

5,288,631

 

3,475

 

383

 

Proposal 3

 

The Company’s shareholders approved the proposal relating to the non-binding advisory vote on compensation of our Named Executive Officers.  The voting results are set forth below.

 

 

 

 

 

 

 

 

For

 

Against

 

Abstained

 

Broker Non-Votes

4,141,913

 

172,500

 

1,930

 

976,146

 

Proposal 4

 

The Company’s shareholders voted to hold future non-binding advisory votes on the compensation of our Named Executive Officers every two years. The voting results are set forth below.

 

 

 

 

 

 

 

 

 

 

1 Year

 

2 Years

 

3 Years

 

Abstained

 

Broker Non-Votes

16,035

 

3,599,170

 

700,533

 

605

 

976,146

 

 

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.

 

 

 

 

 

 

 

 

 

TOROTEL, INC.

 

 

 

 

 

 

 

 

 

 Dated:  September 19, 2019

By:

/s/ Heath C. Hancock 

 

 

Heath C. Hancock

 

 

Vice President of Finance and

 

 

Chief Financial Officer

 

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