UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At our annual meeting of shareholders on June 6, 2023, our shareholders approved an amendment to the AstroNova, Inc. 2018 Equity Incentive Plan (the “Plan”) to increase the number of shares of common stock available for issuance thereunder by 600,000 shares. We incorporate herein by reference the description of the material terms of the Plan appearing under the heading “Proposal No. 3”, in our definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2023.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
We held our annual meeting of shareholders on June 6, 2023. A total of 7,400,560 shares of our common stock were outstanding as of April 10, 2023, the record date for the annual meeting.
At the annual meeting, our shareholders voted (i) to elect five directors to serve until the next annual meeting of shareholders and thereafter until their respective successors are elected and qualified, (ii) to approve an advisory (non-binding) proposal on the compensation paid to our executive officers, (iii) to approve an amendment to the AstroNova, Inc. 2018 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 600,000 shares; and (iv) to ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for our fiscal year ending January 31, 2024. Set forth below are the matters acted upon at the annual meeting and the final voting results on each matter as reported by our inspector of elections.
| 1. | Election of directors. |
| Nominee |
For | Withheld | Broker Non-Votes |
|||||||||
| Alexis P. Michas |
4,755,271.59 | 174,729.80 | 1,687,426 | |||||||||
| Mitchell I. Quain |
4,186,815.59 | 743,185.80 | 1,687,426 | |||||||||
| Yvonne E. Schlaeppi |
4,681,926.59 | 248,074.80 | 1,687,426 | |||||||||
| Richard S. Warzala |
4,670,710.59 | 259,290.80 | 1,687,426 | |||||||||
| Gregory A. Woods |
4,750,060.59 | 179,940.80 | 1,687,426 | |||||||||
| 2. | To approve, on an advisory, non-binding basis, the compensation paid to our named executive officers. |
| For | Against | Abstain | Broker Non-Votes | |||
| 4,742,236.59 | 183,486.80 | 4,278 | 1,687,426 |
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| 3. | To approve an amendment to the AstroNova, Inc. 2018 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 600,000 shares. |
| For | Against | Abstain | Broker Non-Votes | |||
| 4,281,383.59 | 644,843.80 | 3,774 | 1,687,426 |
| 4. | To ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for our fiscal year ending January 31, 2024. |
| For | Against | Abstain | Broker Non-Votes | |||
| 6,607,197.59 | 7,578 | 2,651.80 | 0 |
| Item 9.01 | Financial Statement and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Exhibit | |
| 10.1 | AstroNova, Inc. 2018 Equity Incentive Plan (as amended), filed as Annex A to the AstroNova, Inc. Definitive Proxy Statement on Schedule 14A filed with the SEC on April 27, 2023 and incorporated by reference herein. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| ASTRONOVA, INC. | ||||||
| Dated: June 9, 2023 | By: | /s/ David S. Smith | ||||
| David S. Smith | ||||||
| Vice President, Chief Financial Officer and Treasurer | ||||||
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Document and Entity Information |
Jun. 06, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0000008146 |
| Document Type | 8-K |
| Document Period End Date | Jun. 06, 2023 |
| Entity Registrant Name | ASTRONOVA, INC. |
| Entity Incorporation State Country Code | RI |
| Entity File Number | 0-13200 |
| Entity Tax Identification Number | 05-0318215 |
| Entity Address, Address Line One | 600 East Greenwich Avenue |
| Entity Address, City or Town | West Warwick |
| Entity Address, State or Province | RI |
| Entity Address, Postal Zip Code | 02893 |
| City Area Code | (401) |
| Local Phone Number | 828-4000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.05 Par Value |
| Trading Symbol | ALOT |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |