8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): March 11, 2022

Hurco Companies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Indiana

(State or Other Jurisdiction of Incorporation)

0-9143	35-1150732
(Commission File Number)	(IRS Employer Identification No.)

One Technology Way Indianapolis, Indiana	46268
(Address of Principal Executive Offices)	(Zip Code)

(317) 293-5309

(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
Common Stock, no par value	HURC	The Nasdaq 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07Submission of Matters to a Vote of Security Holders.

Hurco Companies, Inc. (the “Company”) held its Annual Meeting of Shareholders on March 10, 2022. The shareholders: (1) elected all eight of the Company’s nominees for director to serve until its next Annual Meeting of Shareholders; (2) approved, on an advisory basis, the compensation for the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting; (3) approved proposed amendments to the Hurco Companies, Inc. 2016 Equity Incentive Plan as set forth in the proxy statement for the Annual Meeting; and (4) ratified the appointment of RSM US LLP to serve as the Company’s independent registered public accounting firm for the fiscal yar ending October 31, 2022. Shares were voted on these proposals as follows:

	Number of Votes FOR	Number of Votes WITHHELD		Broker Non-Votes
Election of Directors:
Thomas A. Aaro	4,325,855	1,018,682		589,482
Michael Doar	5,308,584	35,953		589,482
Cynthia Dubin	5,313,828	30,709		589,482
Timothy J. Gardner	5,314,633	29,904		589,482
Jay C. Longbottom	4,325,421	1,019,116		589,482
Richard Porter	3,808,674	1,535,863		589,482
Janaki Sivanesan	5,308,186	36,351		589,482
Gregory S. Volovic	5,311,831	32,706		589,482
	​ For	​ Against	Broker Non-Votes		Abstentions
Advisory vote to approve executive compensation:	5,117,839	55,133	589,482		171,565
	​ For	​ Against	Broker Non-Votes		Abstentions
Amendments to Hurco Companies, Inc. 2016 Equity Incentive Plant:	5,226,153	105,300	589,482		13,084
	For	Against	Broker Non- Votes		Abstentions
Ratification of appointment of public accounting firm:	5,892,813	36,456	0		4,750

Item 7.01Regulation FD Disclosure.

On March 11, 2022, the Company issued a press release announcing payment of a cash dividend of $0.15 per share of common stock, payable on April 11, 2022, to shareholders of record as of close of business on March 28, 2022. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01Financial Statements and Exhibits

Exhibit Index

99.1          Press Release of Hurco Companies, Inc. dated March 11, 2022

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: March 11, 2022
HURCO COMPANIES, INC.
By:	/s/ Sonja K. McClelland_______________
	Sonja K. McClelland, Executive Vice President, Treasurer, and Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

FRIDAY, MARCH 11, 2022

HURCO ANNOUNCES QUARTERLY CASH DIVIDEND

INDIANAPOLIS, INDIANA – March 11, 2022 -- Hurco Companies, Inc. (Nasdaq: HURC) announced today that its Board of Directors approved a cash dividend of $0.15 per share on its issued and outstanding common stock, payable on April 11, 2022, to shareholders of record as of close of business on March 28, 2022.

Future declarations of Hurco dividends are subject to approval by its Board of Directors and may be adjusted as business requirements or market conditions change.

Hurco Companies, Inc. is an international, industrial technology company that sells its three brands of computer numeric control (“CNC”) machine tools to the worldwide metal cutting and metal forming industry. Two of the Company’s brands of machine tools, Hurco and Milltronics, are equipped with interactive controls that include software that is proprietary to each respective brand. The Company designs these controls and develops the software. The third brand of CNC machine tools, Takumi, is equipped with industrial controls that are produced by third parties, which allows the customer to decide the type of control added to the Takumi CNC machine tool. The Company also produces high-value machine tool components and accessories and provides automation solutions that can be integrated with any machine tool.  The end markets for the Company's products are independent job shops, short-run manufacturing operations within large corporations, and manufacturers with production-oriented operations.  The Company’s customers manufacture precision parts, tools, dies, and/or molds for industries such as aerospace, defense, medical equipment, energy, transportation, and computer equipment. The Company is based in Indianapolis, Indiana, with manufacturing operations in Taiwan, Italy, the U.S., and China, and sells its products through direct and indirect sales forces throughout the Americas, Europe, and Asia. The Company has sales, application engineering support, and service subsidiaries in China, England, France, Germany, India, Italy, the Netherlands, Poland, Singapore, the U.S., and Taiwan. Web Site: www.hurco.com

Certain statements in this news release are forward-looking statements that involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. These factors include, among others, the impact of the COVID-19 pandemic and other public health epidemics and pandemics on the global economy, our business and operations, our employees and the business, operations and economies of our customers and suppliers; the cyclical nature of the machine tool industry; uncertain economic conditions, which may adversely affect overall demand, in the Americas, Europe and Asia Pacific markets; the risks of our international operations; governmental actions, initiatives and regulations, including import and export restrictions, duties and tariffs and changes to tax laws; the effects of changes in currency exchange rates; competition with larger companies that have greater financial resources; the United Kingdom’s withdrawal from the European Union (Brexit); our dependence on new product development; the need and/or ability to protect our intellectual property assets; the limited number of our manufacturing and supply chain sources; increases in the prices of raw materials, especially steel and iron products; the effect of the loss of members of senior management and key personnel; our ability to integrate acquisitions; acquisitions that could disrupt our operations and affect operating results; failure to comply with data privacy and security regulations; breaches of our network and system security measures; possible obsolescence of our technology and the need to make technological advances; impairment of our assets; negative or unforeseen tax consequences; uncertainty concerning our ability to use tax loss carryforwards; changes in the SOFR rate; and other risks and uncertainties discussed more fully under the caption “Risk Factors” in our filings with the Securities and Exchange Commission. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:Sonja K. McClelland

Executive Vice President, Treasurer, & Chief Financial Officer

317-293-5309

XML

Document And Entity Information	Mar. 11, 2022
Document And Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Mar. 11, 2022
Entity File Number	0-9143
Entity Registrant Name	Hurco Companies, Inc.
Entity Incorporation, State or Country Code	IN
Entity Tax Identification Number	35-1150732
Entity Address, Address Line One	One Technology Way
Entity Address, City or Town	Indianapolis
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46268
City Area Code	317
Local Phone Number	293-5309
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000315374
Amendment Flag	false
Trading Symbol	HURC