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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Item 5.07 – Submission of Matters to a Vote of Security Holders.
On July 20, 2023, Perma-Fix Environmental Services, Inc. (“the Company”) held its 2023 annual meeting of stockholders (the “2023 Annual Meeting”).
As of the record date for the 2023 Annual Meeting, 13,553,101 shares of the Company’s common stock, par value $.001 per share (“Common Stock”), were outstanding, each entitled to one vote per share. Of such outstanding shares of Common Stock, 10,157,594 shares were present at the meeting in person or by proxy, representing approximately 74.95% of the Company’s securities entitled to vote.
At the 2023 Annual Meeting, stockholders (1) reelected the Company’s nine directors; (2) approved the Second Amendment to the Company’s 2017 Stock Option Plan; (3) ratified the appointment of Grant Thornton, LLP, as the Company’s independent registered public accounting firm for the 2023 fiscal year; (4) approved, by non-binding advisory vote, the 2022 compensation of the Company’s named executive officers; and (5) recommended, on an advisory vote, each year as to the frequency of future advisory votes on executive compensation.
The final results of each of the proposals voted on by the Company’s stockholders are described below:
Proposal No. 1—Election of Directors:
| Votes | ||||
| Proposal | Votes For | Withhold | ||
| Election of Eight (9) Directors: | ||||
| Thomas P. Bostick | 5,323,604 | 82,825 | ||
| Dr. Louis F. Centofanti | 5,273,345 | 133,084 | ||
| Mark J. Duff | 5,344,455 | 61,974 | ||
| Kerry C. Duggan | 5,091,593 | 314,836 | ||
| Joseph T. Grumski | 5,338,213 | 68,216 | ||
| Joe R. Reeder | 4,968,589 | 437,840 | ||
| Larry M. Shelton | 5,337,812 | 68,617 | ||
| Zach P. Wamp | 5,326,904 | 79,525 | ||
| Mark A. Zwecker | 5,338,087 | 68,342 |
There were 4,751,165 broker non-votes for each nominee. The election of directors was determined by a plurality of the votes cast at the meeting. Accordingly, withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on the proposal to elect directors. Each nominee was reelected as a director of the Company, to serve until the Company’s next annual meeting of stockholders or until their respective successors are duly elected and qualified.
Proposal No. 2—Approve the Second Amendment to the Company’s 2017 Stock Option Plan:
| Votes For | Votes Against | Votes Abstention | ||
| 4,932,410 | 109,864 | 364,155 |
There were 4,751,165 broker non-votes on this matter. The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on this matter was necessary to approve the Second Amendment to the Company’s 2017 Stock Option Plan. Broker non-votes were not treated as entitled to vote on this matter, and therefore had no effect on this proposal.
Proposal No. 3—Ratification of the Appointment of Grant Thornton, LLP as the Independent Registered Public Accounting Firm of the Company for the 2023 Fiscal Year:
| Votes For | Votes Against | Votes Abstention | ||
| 10,138,245 | 7,387 | 11,962 |
There were no broker non-votes on this matter. The affirmative vote of the holders of a majority of the votes cast at the meeting was necessary to ratify the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm. Withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on this proposal.
Proposal No. 4—Approval, by an Advisory (Non-Binding) Vote, of the 2022 Compensation of the Company’s Named Executive Officers:
| Votes For | Votes Against | Votes Abstention | ||
| 5,013,281 | 51,890 | 341,258 |
There were 4,751,165 broker non-votes on this matter. The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on this matter was necessary to approve the advisory vote on executive compensation. Broker non-votes were not treated as entitled to vote on this matter, and therefore had no effect on this proposal.
Proposal No. 5—Recommend, by Non-binding Vote, the Frequency of Future Advisory Votes on Executive Compensation:
| 1 Year | 2 Years | 3 Years | Abstention | |||
| 4,790,137 | 69,179 | 534,981 | 12,132 |
There were 4,751,165 broker non-votes on this matter. Broker non-votes were not treated as entitled to vote on this matter, and therefore had no effect on this proposal. The frequency of one year received the highest number of votes entitled to vote on this matter. In consideration of the stockholder vote, our Board of Directors has determined to hold the stockholder advisory vote on executive compensation on an annual basis until the next required advisory vote on the frequency of future advisory votes on executive compensation.
Item 9.01 – Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit Number | Description | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PERMA-FIX ENVIRONMENTAL SERVICES, INC. | |||
| By: | /s/ Ben Naccarato | ||
| Ben Naccarato | |||
| Dated: | July 24, 2023 | Executive Vice President and Chief Financial Officer | |