UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2024 Annual Meeting of Stockholders of Pharma-Bio Serv, Inc. (the "Company") held on May 2, 2024 (the "Annual Meeting"), stockholders of the Company approved an amendment to the Pharma-Bio Serv, Inc. 2014 Long-Term Incentive Plan (the "2014 Plan") to extend the 2014 Plan for an additional ten years from March 31, 2024 to March 31, 2034 (the “Plan Amendment”). The Board of Directors of the Company adopted the Plan Amendment on March 6, 2024, subject to stockholder approval.
A description of the material terms and conditions of the Plan Amendment is set forth on page 12 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2024, and is incorporated herein by reference. The description of the Plan Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, attached to this report as Exhibit 10.1, and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The following matters were voted upon at the Annual Meeting.
Kirk Michel and Dov Perlysky were elected as Class II directors to serve for a term until the 2027 Annual Meeting of Stockholders or until his successor is duly elected and qualified. Kirk Michel and Dov Perlysky received the following votes:
Nominee | Votes For | Votes Withheld |
Kirk Michel | 12,647,540 | 3,857,021 |
Dov Perlysky | 7,546,374 | 8,958,187 |
There were 1,714,854 broker non-votes on this proposal.
The ratification of the selection of Crowe PR PSC as the Company's independent certified public accountants for the fiscal year ending October 31, 2024 received the following votes:
Votes For | Votes Against | Abstain |
14,364,694 | 1,500 | 3,853,221 |
There were no broker non-votes on this proposal.
The approval of the Plan Amendment received the following votes:
Votes For | Votes Against | Abstain |
7,523,008 | 5,127,032 | 3,854,521 |
There were 1,714,854 broker non-votes on this proposal.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
| Description |
| Amendment to Pharma-Bio Serv, Inc. 2014 Long-Term Incentive Plan. | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
+ Management Compensatory Plan
| 2 |
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.
| PHARMA-BIO SERV, INC. |
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Date: May 2, 2024 | By: | /s/ Pedro J. Lasanta |
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| Pedro J. Lasanta |
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| Chief Financial Officer, Vice President Finance and Administration and Secretary |
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