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 15, 2019
United-Guardian, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-10526 | 11-1719724 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 230 Marcus Boulevard, Hauppauge, New York 11788 |
| (Address of Principal Executive Offices) (Zip Code) |
(631) 273-0900
(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: | ||
| [ ] | 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)) | |
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. [ ]
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.10 par value per share | UG | NASDAQ Global Market |
Item 5.07 Submission of Matters to a Vote of Security Holders.
United-Guardian Inc.
Annual Meeting of Stockholders
May 15, 2019
VOTING RESULTS
The 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 15, 2019. The voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.
Election of Directors: The Company’s stockholders elected the Board’s nominees as Directors of the Company by the following vote:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |
| Robert S. Rubinger | 1,860,276 | 381,328 | 2,152,865 | |
| Kenneth H. Globus | 1,876,268 | 365,336 | 2,152,865 | |
| Lawrence F. Maietta | 1,806,940 | 434,664 | 2,152,865 | |
| Arthur Dresner | 2,109,010 | 132,594 | 2,152,865 | |
| Andrew A. Boccone | 2,098,124 | 143,480 | 2,152,865 | |
| S. Ari Papoulias | 2,097,245 | 144,359 | 2,152,865 | |
Ratification of the appointment of Baker Tilly Virchow Krause LLP as the Independent Registered Public Accountants of the Company for the Fiscal Year Ending December 31, 2019.
The Company’s stockholders approved the proposal by the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-votes |
| 4,340,980 | 32,556 | 20,933 | N/A |
Approval, on a nonbinding, advisory basis, to hold an advisory vote every year on the compensation paid to the Company's named executive officers.
The Company’s stockholders approved the proposal by the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-votes |
| 2,102,149 | 132,368 | 7,087 | 2,152,865 |
Approval, on an advisory basis, of the compensation being paid to the Company’s named executive officers.
The Company’s stockholders approved the proposal by the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-votes |
| 2,153,150 | 79,620 | 8,834 | 2,152,865 |
Item 7.01. Regulation FD Disclosure.
On May 17, 2019, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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 hereunto duly authorized.
| United-Guardian, Inc. | ||
| Date: May 17, 2019 | By: | /s/ Ken Globus |
| Ken Globus | ||
| President | ||
EXHIBIT 99.1
United-Guardian Increases Mid-Year Dividend
HAUPPAUGE, N.Y., May 17, 2019 (GLOBE NEWSWIRE) -- United-Guardian, Inc. (NASDAQ:UG) announced today that the company's Board of Directors, at its meeting on May 15, 2019, declared a cash dividend of $0.55 per share, which will be paid on June 14, 2019 to all stockholders of record as of May 31, 2019. This will be the 24th consecutive year that the company has paid a dividend, and represents a 10% increase over the mid-year dividend the company paid in 2018.
Ken Globus, President of United-Guardian, stated, “Based the strong earnings in the first quarter of this year, as well as our expectation that sales and net income will remain strong for the second quarter, the company is pleased to once again be able to share our earnings with our stockholders. With the company’s substantial cash position the Board concluded that after the payment of this dividend the company will have more than adequate reserves for any anticipated capital expenditures, and that it is in the company’s best interest, and the interests of its stockholders, to continue to share the company’s profitability with its shareholders. Based upon the current stock price and the dividends paid over the trailing twelve months, this brings the dividend yield on our stock to about 5.7%.”
United-Guardian is a manufacturer of cosmetic ingredients, personal and health care products, pharmaceuticals, and specialty industrial products.
| Contact: | Robert S. Rubinger | |
| Public Relations | ||
| (631) 273-0900 |
NOTE: This press release contains both historical and "forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements about the company’s expectations or beliefs concerning future events, such as financial performance, business prospects, and similar matters, are being made in reliance upon the “safe harbor” provisions of that Act. Such statements are subject to a variety of factors that could cause our actual results or performance to differ materially from the anticipated results or performance expressed or implied by such forward-looking statements. For further information about the risks and uncertainties that may affect the company’s business please refer to the company's reports and filings with the Securities and Exchange Commission.