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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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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Securities registered pursuant to Section 12(b) of the Act:
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The Stock Market LLC | ||
The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 30, 2022, Stran & Company, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual meeting format. At the Annual Meeting, stockholders considered: (1) the election of six director nominees named in the Company’s proxy statement, and (2) the ratification of the appointment of BF Borgers CPA PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. At the close of business on the record date for the Annual Meeting, which was October 11, 2022, there were 19,073,975 shares of the Company’s Common Stock outstanding and entitled to be voted at the Annual Meeting. Each share of Common Stock was entitled to one vote per share. A total of 14,724,396 shares of Common Stock, representing approximately 77.19% shares of Common Stock outstanding and entitled to vote were represented virtually or by proxy at the Annual Meeting, and constituted a quorum to conduct business at the Annual Meeting. The Annual Meeting voting results of the two listed matters were as follows:
(1) Proposal One: Election of Directors. Stockholders elected each of the following nominees as a director to hold office until the 2023 Annual Meeting based on the following votes.
Nominee | For | Withheld | Broker Non-Votes | |||||||||
Andrew Stranberg | 11,012,666 | 47,030 | 3,664,700 | |||||||||
Andrew Shape | 11,045,232 | 14,464 | 3,664,700 | |||||||||
Travis McCourt | 10,960,941 | 98,755 | 3,664,700 | |||||||||
Alan Chippindale | 10,952,264 | 107,432 | 3,664,700 | |||||||||
Alejandro Tani | 10,957,030 | 102,666 | 3,664,700 | |||||||||
Ashley Marshall | 10,962,968 | 96,728 | 3,664,700 |
(2) Proposal Two: Ratify the Appointment of BF Borgers CPA PC as the Company’s Independent Registered Public Accounting Firm. Stockholders approved the ratification of the appointment of BF Borgers CPA PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, based on the following votes.
For |
Against | Abstain | ||
14,633,159 | 84,229 | 7,008 |
There were no broker non-votes with respect to this proposal.
Item 8.01. Other Events.
On December 2, 2022, Stran & Company, Inc. (the “Company”) issued a press release announcing the execution of an asset purchase agreement relating to the acquisition of certain assets of the business known as Premier Business Services, located in Larchmont, New York. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 8.01 and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
|
Description of Exhibit | |
99.1 | Press Release dated December 2, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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.
Date: December 2, 2022 | STRAN & COMPANY, INC. | |
/s/ Andrew Shape | ||
Name: | Andrew Shape | |
Title: | President and Chief Executive Officer |
2
Exhibit 99.1
December 2, 2022 | ![]() |
Stran & Company Signs Definitive Agreement to Acquire Premier NYC
Premier NYC brings established customer base and over 30 years of experience in the industry
Quincy, MA, Dec. 02, 2022 (GLOBE NEWSWIRE) -- Stran & Company, Inc. (“Stran” or the “Company”) (NASDAQ: STRN) (NASDAQ: STRNW), a leading outsourced marketing solutions provider that leverages its promotional products and loyalty incentive expertise, today announced the signing of a definitive asset purchase agreement to acquire Premier Business Services, an established promotional products company formed by Peter Poser in 1988 and headquartered in Larchmont, New York (“Premier NYC”). The acquisition is expected to close this month and is subject to customary closing conditions.
With over 30 years of experience in the promotional products industry, Premier NYC brings deep experience creating and implementing successful solutions for customers. Premier NYC has developed a reputation for creative, timely and accurate delivery of promotional products, resulting in long-term client relationships. Premier NYC’s customer base includes a number of marquis customers including one of the largest global stock exchanges, a leading Ivy League university, a number of the top U.S. and international law firms, and more.
“We believe Premier NYC provides us a significant opportunity to expand our operations within key sectors, while strengthening our leadership position in the Northeast,” commented, Andy Shape, President and Chief Executive Officer of Stran. “Premier NYC has built a solid reputation within the industry by working with recognizable companies as well as non-for-profit organizations, and we believe we can enhance their customer solutions through the implementation of our proven technologies, making their offering even more robust, effective and efficient. We intend to not only execute on existing contracts, but also build upon their customer base and established footprint in targeted verticals by leveraging our growing sales force, first-in-class technology solutions and expanding geographic presence. We believe this acquisition is just another example of our ability to acquire complementary and profitable businesses at attractive valuations, in order to drive synergies and value for our shareholders.”
About Stran
Over the past 27 years, Stran has grown to become a leader in the promotional products industry, specializing in complex marketing programs to help recognize the value of promotional products, branded merchandise and loyalty incentive programs as a tool to drive awareness, build brands and impact sales. Stran is the chosen promotional products manager of many Fortune 500 companies across a variety of industries, to execute their promotional marketing, loyalty and incentive, sponsorship activation, recruitment, retention, and wellness campaigns. Stran provides world-class customer service and utilizes cutting- edge technology, including efficient ordering and logistics technology, to provide order processing, warehousing and fulfillment functions. The Company’s mission is to develop long-term relationships with its clients, enabling them to connect with both their customers and employees in order to build lasting brand loyalty. Additional information about the Company is available at: www.stran.com.
Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in reports filed by the Company with the SEC. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
Contacts:
Investor Relations Contact:
Crescendo Communications, LLC
Tel: (212) 671-1021
STRN@crescendo-ir.com
Press Contact:
Howie Turkenkopf
press@stran.com
Source: Stran & Company, Inc.
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