Form 8-K/A date of report 08-26-22 true 0000724004 0000724004 2022-08-26 2022-08-26
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549   
 
FORM 8-K/A
 
Amendment No. 1
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported): August 26, 2022
 
 
MESA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
 
 
Colorado
(State or other jurisdiction of
incorporation)
0-11740
(Commission File Number)
84-0872291
(I.R.S. Employer
Identification No.)
 
12100 West Sixth Avenue,
Lakewood, Colorado
(Address of principal executive offices)
 
80228
(Zip Code)
 
Registrant’s telephone number, including area code: 303-987-8000
 
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):
 
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 under Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol
 
Name of each exchange on which
registered
         
Common Stock, no par value
 
MLAB
 
The Nasdaq Stock Market LLC
 
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.  ☐
 


 
 

 
 
EXPLANATORY NOTE 
On August 26, 2022, Mesa Laboratories, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”) disclosing the voting results of the Annual Meeting of Shareholders of Mesa Laboratories, Inc. held on August 26, 2022. The Initial 8-K failed to include the results for the non-binding, advisory vote regarding the frequency of voting on the compensation paid to the Company's named executive officers. Voting results are included below. Additionally, this Current Report on Form 8-K discloses the Company’s decision as to the frequency of future say-on-pay votes.
 
Except as described above, all other information in the Initial 8-K remains unchanged.
 
 
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
The non-binding, advisory vote regarding the frequency of voting on the compensation paid to the Company's named executive officers was in favor of voting every one year:
 
Every 1 Year
Every 2 Years
Every 3 Years
Abstain
Broker Non-Votes
4,330,300
6,130
43,642
2,849
296,490
 
In light of the votes cast in favor of “one year” as the preferred frequency of future advisory votes on executive compensation, the Board of Directors has determined that the Company will include a shareholder advisory vote on the compensation of executives in its proxy materials each year until the next required vote on the frequency of shareholder advisory votes on the compensation of executives.
 
 
 
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 hereunto duly authorized.
 
 
DATE: January 4, 2023
     
Mesa Laboratories, Inc.
       
(Registrant)
         
         
     
BY: 
/s/ Gary M. Owens  
       
Gary M. Owens
       
President and Chief Executive Officer