8-K

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): December 11, 2018

ENVIROSTAR, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-14757	11-2014231
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

290 N.E. 68 Street, Miami, Florida	33138
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (305) 754-4551

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 (§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     o

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.   o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 11, 2018, the Board of Directors of EnviroStar, Inc. (the “Company”) approved the following changes to the titles of certain of the Company’s executive officers to better align the titles with the functions performed by the applicable executive officers:

Executive Officer	Former Title	New Title
Michael S. Steiner	Executive Vice President, Chief Operating Officer and Secretary	Executive Vice President and Secretary
Dennis Mack	Executive Vice President	Executive Vice President, Corporate Strategy
Thomas Marks	Executive Vice President	Executive Vice President, Business Development

After giving effect to these changes, the Company does not have an officer serving with the title of Chief Operating Officer.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s 2018 Annual Meeting of Stockholders (the “Annual Meeting”) was held on December 11, 2018. The sole item of business at the Annual Meeting was a vote on the election of eight directors, each for a term expiring at the Company’s 2019 Annual Meeting of Stockholders. The Company’s Board of Directors nominated each of the Company’s eight incumbent directors for election at the Annual Meeting, and the Company’s stockholders approved the election of each of the eight director nominees. A summary of the voting results is set forth below.

Proposal: Election of Directors

Director Nominee	Votes For		Votes Withheld		Broker Non- Votes
Henry M. Nahmad		8,001,062		91,175		0
Michael S. Steiner		7,963,905		128,332		0
Dennis Mack		7,963,905		128,332		0
David Blyer		7,952,494		139,743		0
Alan M. Grunspan		8,059,372		32,865		0
Timothy P. LaMacchia		8,010,912		81,325		0
Hal M. Lucas		8,014,150		78,087		0
Todd Oretsky		8,059,372		32,865		0

Item 8.01 Other Events.

On December 11, 2018, the Company’s Board of Directors approved a special cash dividend on the Company’s common stock of $0.13 per share. The dividend is payable on January 8, 2019 to stockholders of record at the close of business on December 26, 2018.

In addition, on December 11, 2018, the Company’s Board of Directors approved changing the Company’s corporate name from EnviroStar, Inc. to EVI Industries, Inc. The name change will become effective upon filing of the related amendment to the Company’s Certificate of Incorporation with the State of Delaware. The Company expects to file the amendment on or about Friday, December 21, 2018. Following the filing of the amendment, the Company will issue a separate press release announcing the effectiveness of the name change and file a separate Current Report on Form 8-K, which will include a copy of the amendment. The name change will not impact the ticker symbol of the Company’s common stock, which will continue to trade on the NYSE American under the ticker symbol “EVI.” Under Delaware law, stockholder approval of the name change is not required.

A copy of the press release issued by the Company on December 11, 2018 announcing the special cash dividend and the approval of the name change by the Company’s Board of Directors is filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release dated December 11, 2018

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.

	ENVIROSTAR, INC.
Date: December 13, 2018
	By:	/s/  Robert H. Lazar
		Robert H. Lazar,
		Chief Financial Officer

EX-99.1

   Exhibit 99.1

From: EnviroStar Inc.

290 NE 68^th Street

Miami, FL 33138

Henry M. Nahmad (305) 754-8676

Michael Steiner (305) 754-8676

EnviroStar Boosts Special Cash Dividend 8.3% and Board Approves Name Change to EVI Industries, Inc.

Miami, FL – December 11, 2018 – EnviroStar, Inc. (NYSE American: EVI) announced today that its Board of Directors approved a special cash dividend of $0.13 per share on EnviroStar’s common stock, an 8.3% increase over EVI’s special cash dividend declared in December 2017. The dividend is payable on January 8, 2019 to stockholders of record at the close of business on December 26, 2018.

Additionally, EVI’s Board of Directors approved changing the Company’s corporate name to “EVI Industries, Inc.” The name change signifies the Company’s focus on executing its buy-and-build growth strategy in the commercial, industrial, and vended laundry industry and across a group of industries that meet its strategic criteria.

The Company expects to effect the name change on or about December 21, 2018. The name change will not impact the ticker symbol of the Company’s common stock, which will continue to trade on the NYSE American under the ticker symbol “EVI.” Under Delaware law, stockholder approval of the name change is not required.

About EnviroStar

EnviroStar, Inc., through its wholly-owned subsidiaries, is a distributor that sells, leases, and rents commercial, industrial, and vended laundry and dry cleaning equipment and steam and hot water boilers manufactured by others, supplies related replacement parts and accessories, designs and plans turn-key laundry, dry cleaning, and boiler systems, and provides installation and maintenance services to thousands of customers, which include commercial, industrial, institutional, government, and retail customers. These activities are conducted in the United States, Canada, the Caribbean and Latin America.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by use of the words “may,” “will,” “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “could,” “would,” “should” or similar expressions or statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. Forward-looking statements are based largely on the expectations, beliefs and assumptions of EVI’s management and on the information currently available to it and are subject to a number of risks and uncertainties that may affect EVI, including its future plans, operations, business, strategies, prospects, operating results and financial position. These risks and uncertainties include, without limitation, those relating to the timing and effects of the corporate name change and risks associated with the EVI’s buy-and-build growth strategy, including EVI’s ability to successfully execute its buy-and-build growth strategy in the commercial, industrial, and vended laundry industry and/or in any related industries and risks relating to EVI’s ability to successfully enter into and compete effectively in related industries as well as trends related to those industries and the timing of any such efforts, and other economic, competitive, governmental, technological and other risks and factors, including those described in the “Risk Factors” section of EVI’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018 or elsewhere in EVI’s filings with the Securities and Exchange Commission. Many of these risks and factors are beyond EVI’s control. In addition, future dividends, if any, are subject to declaration by EVI’s Board of Directors based on factors deemed relevant by it from time to time, may be restricted by the terms of EVI’s indebtedness, and may not be declared in the future, whether with the frequency or in the amounts previously paid or at all. Further, past performance and perceived trends may not be indicative of future results. EVI cautions that the foregoing factors are not exclusive. The reader should not place undue reliance on any forward-looking statement, which speaks only as of the date made. EVI does not undertake to, and specifically disclaims any obligation to, update or supplement any forward-looking statement, whether as a result of changes in circumstances, new information, subsequent events or otherwise, except as may be required by law.