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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):
 
July 14, 2022
 
CVD EQUIPMENT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
New York
  
1-16525
  
11-2621692
(State or Other Jurisdiction of
Incorporation or Organization)
  
(Commission File Number)
  
(IRS Employer Identification No.)
 
355 South Technology Drive
Central Islip, New York
  
11722
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (631) 981-7081
(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 pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
CVV
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. ☐
 
 
 
 
Item 5.07
Submission of Matters to a Vote of Security Holders
 
The 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of CVD Equipment Corporation (the “Company”) was held on July 14, 2022. At the Annual Meeting, the shareholders voted on the following five proposals and cast their votes as described below. The proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on June 1, 2022.
 
Proposal 1:
The election of the five nominees listed below to serve on the Board of Directors of the Company until the 2023 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified.
 
Nominee
  
Number of Votes Cast in
Favor
  
Number of Votes
Withheld
  
Number of Broker Non-
Votes
             
Emmanuel Lakios
  
2,857,804
  
62,571
  
2,172,208
Lawrence J. Waldman
  
2,857,414
  
62,961
  
2,172,208
Conrad J. Gunther
  
2,856,654
  
63,721
  
2,172,208
Raymond A. Nielsen
  
2,551,054
  
369,321
  
2,172,208
Robert M. Brill
  
2,857,454
  
62,921
  
2,172,208
 
Proposal 2:
The ratification of Marcum, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
 
Number of Votes Cast in Favor
  
Number of Votes Cast Against
  
Number of Votes Abstain
         
5,036,346
  
42,958
  
13,279
 
Proposal 3:
The approval of a non-binding advisory resolution supporting the compensation of the Company’s named executive officers.
 
Number of Votes Cast in
Favor
  
Number of Votes Cast
Against
  
Number of Votes Abstain
  
Number of Broker Non-
Votes
             
2,670,485
  
167,660
  
82,230
  
2,172,208
 
Proposal 4:
The approval of a non-binding advisory resolution regarding the frequency of future non-binding advisory votes related to future named executive officer compensation.
 
Number of Votes
Cast for Three
Years
  
Number of Votes
Cast for Two
Years
  
Number of Votes
Cast for One
Year
  
Number of Votes
Cast for Abstain
  
Number of
Broker Non-Votes
                 
1,363,095
  
24,952
  
1,420,655
  
111,673
  
2,172,208
 
Proposal 5:
The approval of the 2022 CVD Equipment Corporation Share Incentive Plan.
 
Number of Votes Cast in
Favor
  
Number of Votes Cast
Against
  
Number of Votes Abstain
  
Number of Broker Non-
Votes
             
2,673,950
  
153,323
  
93,102
  
2,172,208
 
 
 
 
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 thereunto duly authorized.
 
Date:  July 15, 2022
 
 
CVD EQUIPMENT CORPORATION
  
       
 
By:
/s/ Thomas McNeill
  
 
Name: 
Thomas McNeill
  
 
Title: 
Executive Vice President and Chief
Financial Officer and Secretary