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): June 28, 2024

 

ela_8kimg2.jpg

 

ENVELA CORPORATION

(Exact name of Registrant as specified in its charter)

 

Nevada

1-11048

88-0097334

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

1901 Gateway Drive, Ste 100, Irving, Texas 75038

(Address of principal executive offices) (Zip Code)

 

(972) 587-4049

(Registrant’s Telephone Number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol

 

Name of exchange on which registered

Common stock, par value $0.01 per share

 

ELA

 

NYSE American

 

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.):

 

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))

 

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.

 

On June 28, 2024, the Company held its 2024 annual meeting (the “Annual Meeting”) of stockholders (the “Stockholders”) virtually. The matters submitted to the Stockholders for a vote at the Annual Meeting were set forth in the Company’s Definitive Proxy Statement on Schedule DEF 14A, which was filed with the Securities and Exchange Commission on April 30, 2024 (the “Proxy Statement”) and distributed to the Stockholders. Stockholders representing 23,005,127 or 87.61% of the shares of the Common Stock outstanding and entitled to vote as of the record date, May 24, 2024, were represented virtually at the meeting either in person or by proxy.

 

The matters proposed to the Stockholders for a vote were: (i) the election of each of John R. Loftus, Jim R. Ruth, Alexandra C. Griffin, Allison M. DeStefano and Richard D. Schepp as members of the Company’s Board of Directors; (ii) the ratification of the Company’s appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and (iii) to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of proposals one and two.

 

The final voting results of the Annual Meeting are set forth below.

 

Proposal One

 

The nominees named in the Proxy Statement (the “Proxy Statement Nominees”) were elected to the Board of Directors to serve until the next annual meeting of Stockholders and until their respective successors are duly-elected and qualified (or until their death, resignation or removal, if earlier). The Proxy Statement Nominees were the only nominees to receive votes for their election at the meeting, and the Proxy Statement Nominees constitute the five nominees receiving the highest number of votes in favor of their election as directors. The results of the vote with respect to their respective elections were as follows:

 

Nominees

Votes For

Votes Withheld

Broker Non-Votes

John R. Loftus

21,636,411

   8,352

1,360,364

Allison M. DeStefano

21,580,543

  64,220

1,360,364

Jim R. Ruth

21,236,224

408,539

1,360,364

Richard D. Schepp

21,415,311

229,452

1,360,364

Alexandra C. Griffin

21,415,614

229,149

1,360,364

 

Proposal Two

 

The proposal to ratify the Company’s appointment of Whitley Penn, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, was approved by the following vote:

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

22,995,591

8,459

1,077

0

 

Proposal Three

 

The proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of proposals one and two was approved by the following vote. It was not necessary to adjourn the Annual Meeting as proposals one and two were approved at the Annual Meeting.

 

Votes For

Votes Against

Abstentions

22,109,338

882,799

12,990

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

By:

/s/ John G. DeLuca

 

 

John G. DeLuca

 

 

 

Chief Financial Officer

 

 

 

 

 

Date:   June 28, 2024

 

 

 

 

 
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