UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 13, 2021

THE L.S. STARRETT COMPANY

(Exact name of registrant as specified in its charter)

Massachusetts	1-367	04-1866480
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

121 CRESCENT STREET, ATHOL, MASSACHUSETTS 01331

(Address of principal executive offices) (Zip Code)

Registrant's telephone number:

978-249-3551

N/A

(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:

☐ 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)

     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-2of the Securities Exchange Act of 1934 (§ 240 12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by a 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $1.00 par value per share	SCX	New York Stock Exchange

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on October 13, 2021. Proxies for the Annual Meeting were solicited by the Board pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitation. There were 6,484,295 Class A shares, with each Class A share entitling the record holder thereof to one vote per share and 623,457 Class B shares, with each Class B share entitling the record holder thereof to 10 votes per share, for a combined total of 7,107,752 Class A and Class B shares entitled to vote at the Annual Meeting. A total of 5,226,286 Class A shares and 4,365,402 Class B shares, for a combined total of 9,591,688 Class A and Class B shares represented at the Annual Meeting in person or by proxy, after giving effect to the respective voting power of the Class A shares and Class B shares described in the previous sentence. The final votes on the proposals presented at the meeting were as follows:

Proposal No. 1 - Election of Directors

Deborah R. Gordon was elected as a director by the Class A shareholders to hold office until the 2024 Annual Meeting of Stockholders and until her successor has been duly elected and qualified, or, if sooner, until her death, resignation, or removal, by the following vote:

Nominee	For	Withheld	Broker Non-Vote
Deborah R. Gordon	2,052,304	2,196,809	1,090,563

Douglas A. Starrett was elected as a director by the Class A and Class B shareholders to hold office until the 2024 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation, or removal, by the following vote:

Nominee	For	Withheld	Broker Non-Vote
Douglas A. Starrett	7,208,253	1,292,872	1,090,563

Proposal No. 2 – Approval of The L.S. Starrett Company 2021 Long-Term Incentive Plan

The Company’s Class A and Class B shareholders voted to approve The L.S. Starrett 2021 Long-Term Incentive Plan, by the following vote:

For	Against	Abstain	Broker Non-Vote
7,326,106	1,050,913	124,107	1,090,563

Proposal No. 3 - Ratification of Selection of Independent Registered Public Accounting Firm

The Company’s Class A and Class B shareholders ratified the selection by the Audit Committee of the Board of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022, by the following vote:

For	Against	Abstain
9,333,756	48,932	209,000

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.

Date: October 18, 2021	THE L.S. STARRETT COMPANY
	By:	/s/ Douglas A. Starrett
		Name: Douglas A. Starrett
		Title: President and Chief Executive Officer