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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): July 14, 2022

 

 

ENNIS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Texas

1-5807

75-0256410

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2441 Presidential Pkwy.

 

Midlothian, Texas

 

76065

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 972 775-9801

 

 

(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))

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, par value $2.50 per share

 

EBF

 

The New York Stock Exchange

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 5.07 Submission of Matters to a Vote of Security Holders.

 

a)
The Company held its Annual Meeting of Shareholders on July 14, 2022. There were 25,819,260 eligible votes, with 22,529,340 votes being cast, or 87.3%.

 

b)
Proxies for the meeting were solicited pursuant to Regulation 14A; there was no solicitation in opposition to management’s nominees for directors listed in the Proxy Statement and all such nominees were elected.

 

1.
The following directors were elected:

 

 

 

Votes Cast

 

 

 

 

 

 

 

 

 

 

Broker

 

Nominees for Director

 

for

 

 

Against

 

 

Abstain

 

 

Non-Votes

 

John R Blind

 

 

18,503,143

 

 

 

579,846

 

 

 

86,697

 

 

 

3,359,654

 

Barbara T. Clemens

 

 

18,880,785

 

 

 

260,859

 

 

 

28,042

 

 

 

3,359,654

 

Michael J. Schaefer

 

 

18,671,555

 

 

 

465,542

 

 

 

32,589

 

 

 

3,359,654

 

 

The following directors’ terms of office as director continued after the Annual Meeting of Shareholders:

 

Aaron Carter; Margaret A. Walters; Gary S. Mozina; Troy L. Priddy; Alejandro Quiroz, and Keith S. Walters.

 

2.
Selection of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending 2023.

 

For

 

 

Against

 

 

Abstain

 

 

22,267,862

 

 

 

228,418

 

 

 

33,060

 

 

3.
To approve a non-binding advisory vote on executive compensation.

 

 

 

 

 

 

 

 

 

 

 

 

 

Broker

 

For

 

 

Against

 

 

Abstain

 

 

Non-Votes

 

 

18,436,756

 

 

 

604,393

 

 

 

128,537

 

 

 

3,359,654

 

 

 

Item 8.01 Other Events.

 

At its July 14, 2022 meeting, the Ennis, Inc. Board of Directors authorized an additional $20 million in funding for the Company’s share repurchase program that was first implemented in 2008. With this latest funding authorization, the cumulative funds authorized for share repurchases totals $60 million. There is now a remaining balance of $23.9 million authorized for share repurchases. The Board’s principal motivation in authorizing share repurchases is to mitigate or offset the dilutive impact of share issuances for acquisitions and equity compensation. Under the repurchase program, purchases may be made from time to time in the open market or through privately negotiated transactions, depending on market conditions, share price, trading volume and other factors. Repurchases may be commenced or suspended at any time or from time to time without prior notice, subject to applicable insider trading rules and securities laws and regulations.

 

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 thereunto duly authorized.

 

 

 

Ennis, Inc.

 

 

 

 

Date:

July 15, 2022

By:

/s/ Vera Burnett

 

 

 

Vera Burnett
Chief Financial Officer