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
Date
of Report (Date of earliest event reported)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| Registrant’s
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| (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 | 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 (§230.405 of this chapter) or Rule l2b-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. |
(a) The annual meeting of shareholders of Intricon Corporation (“Intricon” or the “Company”) was held on May 4, 2021.
(b) At the meeting, Intricon’s shareholders: (i) re-elected each of Nicholas A. Giordano and Raymond O. Huggenberger as a director of Intricon for a term of three years and until his successor is duly elected and qualified; (ii) approved, on an advisory basis, the Company’s executive compensation as disclosed in the Company’s proxy statement, referred to as "say-on-pay"; (iii) approved an amendment to the Company’s Amended and Restated 2015 Equity Incentive Plan to, among other matters, increase the number of shares of common stock authorized for issuance under that plan by 500,000 shares; and (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2021.
In addition to the reelected directors referenced in the preceding paragraph, the terms of the following directors continued after the meeting: Mark S. Gorder, Scott Longval, Kathleen P. Pepski, Heather D. Rider and Philip I. Smith. As previously reported, Mr. Masucci retired as a director following the annual meeting.
The tabulation of votes for each proposal is as follows:
| (1) | Election of Directors: |
| Director Nominee: | Nicholas A. Giordano | |
| Votes For | 6,511,011 | |
| Withheld Authority | 101,548 | |
| Broker Non-Votes | 1,441,828 |
| Director Nominee: | Raymond O. Huggenberger | |
| Votes For | 6,508,696 | |
| Withheld Authority | 103,863 | |
| Broker Non-Votes | 1,441,828 |
| (2) | Approval of Executive Compensation (“Say-on-Pay”): |
| Votes For | 6,307,953 | |
| Votes Against | 157,523 | |
| Votes Abstained | 147,083 | |
| Broker Non-Votes | 1,441,828 |
| (3) | Approval of Amendment to Amended and Restated 2015 Equity Incentive Plan: |
| Votes For | 5,510,688 | |
| Votes Against | 1,072,844 | |
| Votes Abstained | 29,027 | |
| Broker Non-Votes | 1,441,828 |
(4) Ratification of Appointment of Deloitte & Touche LLP as Independent Auditor:
| Votes For | 8,024,331 | |
| Votes Against | 19,905 | |
| Votes Abstained | 10,151 | |
| Broker Non-Votes | --- |
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.
INTRICON CORPORATION
| By: |
/s/ Annalee Lutgen | |
| Name: | Annalee Lutgen | |
| Title: | Director of Finance and Treasurer |
Date: May 6, 2021
Cover |
May 04, 2021 |
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| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 04, 2021 |
| Entity File Number | 1-5005 |
| Entity Registrant Name | INTRICON CORPORATION |
| Entity Central Index Key | 0000088790 |
| Entity Tax Identification Number | 23-1069060 |
| Entity Incorporation State Country Code | PA |
| Entity Address, Address Line One | 1260 Red Fox Road |
| Entity Address, City or Town | Arden Hills |
| Entity Address, State or Province | MN |
| Entity Address, Postal Zip Code | 55112 |
| City Area Code | 651 |
| Local Phone Number | 636-9770 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common stock, par value $1.00 per share |
| Trading Symbol | IIN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
| Entity Information Former Legal Or Registered Name | N/A |