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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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 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the annual meeting of the stockholders of Napco Security Technologies, Inc. (the “Company”) held on December 6, 2021 (“Annual Meeting”), Stockholders approved an amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares the Company may issue to 100,000,000 shares of common stock, $.01 par value per share.
A copy of the Amendment is furnished as Exhibit 3 (iv).
Item 5.07. Submission of Matters to a Vote of Security Holders.
The matters voted on at the Annual Meeting and the results thereof were as follows:
Proposal 1: Election of directors. The following individuals were elected to the Company’s Board of Directors to hold office until the Annual Meeting after the 2024 fiscal year.
| For |
| Withheld |
| Broker Non-Votes | |
Paul Beeber | 14,341,583 | 1,496,388 | 1,299,400 | |||
Donna Soloway | 14,112,516 | 1,725,455 | 1,299,400 | |||
Rick Lazio | 14,972,993 | 864,978 | 1,299,400 |
Proposal 2: Approval of an Amendment to the Company Certificate of Incorporation to increase the number of authorized shares.
For |
| Against |
| Abstain |
15,501,172 | 1,629,921 | 6,278 |
Proposal 3: Ratification of the selection of Baker Tilly Virchow Krause LLP as the Company’s independent registered public accountants for fiscal 2022.
For |
| Against |
| Abstain |
| Broker Non-Votes |
17,030,075 | 92,254 | 15,042 | --- |
Item 8.01. Other Events.
On December 6, 2021, the Company’s Board of Directors authorized a 100% stock dividend to all holders of record (other than treasury shares) on December 20, 2021, which will be distributed on January 4, 2022. As a result of the stock dividend, shareholders will receive one additional share of common stock for every one share held on the record date. Upon distribution of the dividend, the total number of shares outstanding will increase from 18,353,584 to 36,707,168.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Description |
Exhibit 3(iv) | Amendment to the Amended and Restated Certificate of Incorporation | |
Exhibit 99.1 |
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SIGNATURE
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 thereunder duly authorized.
| NAPCO SECURITY TECHNOLOGIES, INC. | |||
| (Registrant) | |||
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Date: | December 7, 2021 | By: | /s/ Kevin S. Buchel | |
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| Kevin S. Buchel | ||
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| Executive Vice President-Operations | ||
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