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) November 1, 2023
(Exact name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code (513 ) 793-3200
(Former name or former address, if changed since last report.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §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.
The Annual Meeting of Shareholders of LSI Industries Inc. (“LSI” or the “Company”) was held on November 1, 2023 at which the following matters were submitted to a vote of shareholders:
(a) Votes regarding the election of seven directors.
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Name
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For
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Withheld
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Broker Non-Votes
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Robert P. Beech
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18,649,561
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3,318,061
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3,157,101
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Ronald D. Brown
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21,258,526
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709,096
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3,157,101
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James A. Clark
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21,038,031
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929,591
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3,157,101
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Amy L. Hanson
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18,339,735
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3,627,887
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3,157,101
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Chantel E. Lenard
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18,998,593
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2,969,029
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3,157,101
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Ernest W. Marshall, Jr.
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16,728,210
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5,239,412
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3,157,101
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Wilfred T. O’Gara
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20,329,784
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1,637,383
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3,157,101
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(b) Votes regarding the ratification of the Audit Committee’s appointment of Grant Thornton LLP as LSI’s Independent Registered Public Accounting Firm for fiscal 2024.
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For
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Against
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Abstain
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23,732,597
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1,375,933
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16,193
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(c) Advisory votes on the Company’s executive compensation as described in the Company’s Proxy Statement.
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For
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Against
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Abstain
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Broker Non-Votes
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21,734,663
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167,283
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65,676
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3,157,101
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(d) Advisory votes on the frequency of future advisory votes on executive compensation to be held every:
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1 Year
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2 Years
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3 Years
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Abstain
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18,817,350
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107,006
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1,700,048
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1,343,218
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In light of the voting results with respect to the frequency of shareholder votes on executive compensation, the Company's Board of Directors has determined that the Company will hold an annual advisory vote on the compensation of named executive officers. The Company is required to hold an advisory vote on frequency at minimum every six years.
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.
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LSI INDUSTRIES INC.
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/s/ Thomas A. Caneris
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Thomas A. Caneris
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Executive Vice President, Human Resources & General Counsel
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November 2, 2023
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