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): May 22, 2019
Communications Systems, Inc.
(Exact name of Registrant as Specified in its Charter)
Minnesota
(State Or Other Jurisdiction Of Incorporation)
001-31588 | 41-0957999 |
(Commission File Number) | (I.R.S. Employer Identification No.) |
10900 Red Circle Drive Minnetonka, MN |
55343 |
(Address Of Principal Executive Offices) | (Zip Code) |
(952) 996-1674
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
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol |
Name of each exchange on which registered | ||
Common stock, par value $0.05 | JCS | NASDAQ Global Market |
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 Vote of Security Holders
Communications Systems, Inc. (the "Company") held its 2019 Annual Meeting of Shareholders on May 22, 2019. The proposals considered at the Company's 2019 Annual Meeting are described in detail in the Company's Proxy Statement. Of the 9,308,521 shares of the Company's common stock outstanding and entitled to vote at the meeting, 8,294,618 shares or 89.1% of the outstanding shares, were present either in person or by proxy.
The following describes the matters considered by the Company's shareholders at the Annual Meeting, and the final results of the votes cast at the meeting:
1. To elect five directors of the Company to hold office until the next Annual Meeting of Shareholders or until their respective successors have been elected and qualified.
Nominee | For | Withhold | Broker Non-Vote |
Curtis A. Sampson | 4,174,643 | 2,263,860 | 1,856,115 |
Roger H. D. Lacey | 4,341,288 | 2,097,215 | 1,856,115 |
Richard A. Primuth | 4,299,561 | 2,138,942 | 1,856,115 |
Randall D. Sampson | 4,362,129 | 2,076,374 | 1,856,115 |
Steven C. Webster | 4,452,809 | 1,985,694 | 1,856,115 |
2. To ratify and approve the appointment of Baker Tilly Virchow Krause, LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2019.
For | Against | Abstain |
8,081,060 | 157,910 | 55,648 |
3. To approve amendments to the Company's Employee Stock Purchase Plan to increase the total number of authorized shares from 600,000 shares to 700,000 shares.
For | Against | Abstain | Broker Non-Vote |
6,261,258 | 167,394 | 9,851 | 1,856,115 |
As a result, the shareholders (i) elected each nominee as a director of the Company; (ii) ratified the appointment of Baker Tilly Virchow Krause, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019; and (iii) approved the 100,000 share increase in the Company's Employee Stock Purchase Plan.
SIGNATURE
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, thereunto duly authorized.
COMMUNICATIONS SYSTEMS, INC. | |||
By: | /s/ Mark D. Fandrich | ||
Mark D. Fandrich | |||
Group Business President and Chief Financial Officer |
Date: May 24, 2019