0001654954-19-013656.txt : 20191206 0001654954-19-013656.hdr.sgml : 20191206 20191206060638 ACCESSION NUMBER: 0001654954-19-013656 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191203 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events FILED AS OF DATE: 20191206 DATE AS OF CHANGE: 20191206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIO-TECH INTERNATIONAL CENTRAL INDEX KEY: 0000732026 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 952086631 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14523 FILM NUMBER: 191271651 BUSINESS ADDRESS: STREET 1: 16139 WYANDOTTE ST. CITY: VAN NUYS STATE: CA ZIP: 91406 BUSINESS PHONE: 818-787-7000 MAIL ADDRESS: STREET 1: 16139 WYANDOTTE ST. CITY: VAN NUYS STATE: CA ZIP: 91406 FORMER COMPANY: FORMER CONFORMED NAME: TRIO TECH INTERNATIONAL DATE OF NAME CHANGE: 19920703 8-K 1 trt8k_dec032019.htm CURRENT REPORT Blueprint
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 3, 2019
 
TRIO-TECH INTERNATIONAL
(Exact Name of Registrant as Specified in Its Charter)

California
(State or Other Jurisdiction of Incorporation)
 
1-14523
 
95-2086631
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
Block 1008 Toa Payoh North, Unit 03-09 Singapore
 
318996
(Address of Principal Executive Offices)
 
(Zip Code)
 
(65)6265 3300

(Registrant’s Telephone Number, Including Area Code)
 
 

 (Former Name or Former Address, if Changed Since Last Report)
 
Securities registered or to be 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, no par value
  TRT
  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. 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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b2 of the Securities Exchange Act of 1934 (17 CFR 240.12b2) 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.
 
The Annual Meeting of Shareholders for Trio-Tech International, Inc. (the “Company”) was held on December 3, 2019. At the meeting, the Company’s shareholders voted on the election of directors, the compensation of the Company’s named executive officers and the frequency of the advisory vote on the compensation of the Company’s named executive officers.
 
The voting results on these proposals were as follows:
 
Proposal #1 Election of directors. 
 
 
 
For
 
 
Withheld
 
 
Broker Non-Votes
 
Jason  Adelman
  2,822,021 
  213,593 
  637,441 
Richard Horowitz
  2,817,080 
  218,534 
  637,441 
A. Charles Wilson
  2,532,519 
  503,095 
  637,441 
S. W. Yong
  2,532,780 
  502,834 
  637,441 
Victor Ting
  2,532,780 
  502,834 
  637,441 
 
All of the Company’s nominees were elected, with each nominee receiving a plurality of the votes cast.
 
Proposal #2 Non Binding, Advisory vote on the compensation of named executive officers:
 
 
 
For
 
 
Against
 
 
Abstain
 
Total Shares Voted
  2,861,516 
  63,625 
  747,914 
 
Proposal #3 Frequency for holding the advisory vote on the compensation of named executive officers:
 
 
 
1 year
 
 
2 years
 
 
3 years
 
 
Abstain
 
Total Shares Voted
  1,326,310 
  106,861 
  1,591,402 
  648,482 
 
Item 8.01 Other Events.
 
At the 2019 Annual Meeting of Shareholders, a majority of the Registrant’s outstanding shares of common stock that voted on the matter were voted in favor of conducting future advisory votes on executive compensation on an “every one year” basis. The Registrant’s Board of Directors had recommended in the proxy statement for the 2019 Annual Meeting a vote for the “every three years” option. The Registrant’s Board of Directors had made such recommendation based on its conclusion that an advisory vote at such frequency would provide the Registrant’s shareholders with sufficient time to evaluate the effectiveness of its overall compensation philosophy, policies and practices in the context of the Registrant’s long-term business results, while avoiding more emphasis on short term variations in compensation and business results.  Therefore, the Registrant’s Board of Directors has decided to conduct future advisory votes on executive compensation on an “every three years” basis until at least the next vote by the Registrant’s shareholders on the frequency of such votes, which will be no later than the Registrant’s 2022 Annual Meeting of Stockholders.
 
 
 
 
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.
 
 

 
TRIO-TECH INTERNATIONAL
Date:                       
December 6, 2019
 
 
By: /s/ VICTOR H.M. TING
Name: Victor H.M. Ting
Title:   Vice President and
            Chief Financial Officer