8-K

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):  May 15, 2024

NORTECH SYSTEMS INCORPORATED

(Exact name of registrant as specified in charter)

Minnesota	0-13257	41-1681094
(State or other jurisdiction	(Commission	IRS Employer
of incorporation)	File Number)	Identification No.)

7550 Meridian Circle N, Maple Grove, MN 55369

(Address of principal executive offices)

(952) 345-2244

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed from 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 14-2(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 $.01 per share	NSYS	NASDAQ Capital Market

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. ☐

Section 5 – Corporate Governance and Management

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

On May 15, 2024, the Company held its annual meeting of shareholders. The items voted on at the meeting and results of such voting are set forth below:

(1) The shareholders elected eight directors to serve as members of the Company’s Board of Directors for one-year terms and until their successors are elected and qualified.  The shareholders present in person or by proxy cast the following numbers of votes in connection with the election of directors, resulting in the election of all director nominees:

Nominee	Votes For		Votes Withheld		Broker Non-Vote
David B. Kunin		1,584,943		22,055		533,798
Ryan P. McManus		1,499,161		107,837		533,798
Jay D. Miller		1,479,013		127,985		533,798
Amy S. Fredregill		1,583,656		23,342		533,798
Dan Sachs		1,584,742		22,256		533,798
Stacy A. Kruse		1,583,156		23,842		533,798
Jose A. Peris		1,585,267		21,731		533,798
Debarah Sen		1,583,656		23,342		533,798

(2) The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Company’s proxy statement. There were 1,576,442 votes cast for the proposal; 22,124 votes cast against the proposal; 8,432 votes abstained; and there were 533,798 broker non-votes.

(3) The shareholders approved an amendment to the 2017 Stock Incentive Plan increasing the shares of Common Stock reserved for issuance from 675,000 to 775,000. There were 1,562,149 votes cast for the proposal; 23,295 votes cast against the proposal; 21,554 votes abstained; and there were 533,798 broker non-votes.

(4) The shareholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. There were 2,122,489 votes cast for the proposal; 314 votes cast against the proposal; 17,993 votes abstained; and there were no broker non-votes.

Date: May 17, 2024

Nortech Systems Incorporated

(Registrant)

/s/ Andrew D. C. LaFrence

Andrew D. C. LaFrence

Chief Financial Officer and SVP Finance

XML

Document And Entity Information	May 15, 2024
Document Information [Line Items]
Entity, Registrant Name	NORTECH SYSTEMS INCORPORATED
Document, Type	8-K
Document, Period End Date	May 15, 2024
Entity, Incorporation, State or Country Code	MN
Entity, File Number	0-13257
Entity, Tax Identification Number	41-1681094
Entity, Address, Address Line One	7550 Meridian Circle N
Entity, Address, City or Town	Maple Grove
Entity, Address, State or Province	MN
Entity, Address, Postal Zip Code	55369
City Area Code	952
Local Phone Number	345-2244
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	NSYS
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000722313