UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (
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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:
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).
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. ☐
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1
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 25, 2023, at the 2021/2022/2023 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company, the following matters were submitted to a vote of stockholders of the Company: (1)(a) the approval of the advisory resolution on executive compensation; (1)(b) the approval of the advisory resolution on the frequency of future advisory votes on executive compensation; (2) the election of five directors of the Company to serve as directors until the 2024 or 2025 or 2026 Annual Meetings of Stockholders, or until the election and qualification of their successors, or their earlier death, resignation or removal; and (3) the ratification of the appointment of Marcum LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023. Pursuant to the results of the non-binding advisory vote to approve the frequency of stockholder votes on executive compensation, the Board of Directors of the Company has determined that the Company shall hold a stockholder vote on executive compensation every three years.
The total number of shares of the Company’s Common Stock voted in person or by proxy at the Annual Meeting was 12,128,992 representing approximately 89.9% of the 13,496,276 shares outstanding and entitled to vote at the Annual Meeting. The director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote. Set forth below is the number of votes cast for, against or withheld, as well as the number of broker non-votes and abstentions as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable.
1(a). Advisory resolution on executive compensation.
For |
Against |
Abstain | Broker Non-Votes |
Total |
11,578,889 | 20,565 | 10,240 | 519,298 | 12,128,992 |
1(b). Advisory resolution on the frequency of future advisory votes on executive compensation.
Three Years |
Two Years |
One Year |
Abstain | Broker Non-Votes |
Total |
11,334,556 | 4,200 | 270,938 | - | 519,298 | 12,128,992 |
2. Election of Directors.
Nominee | For | Withheld | Broker Non-Votes | Total |
Marco Elser | 11,598,324 | 11,370 | 519,298 | 12,128,992 |
Nicholas J. Fazio | 11,554,993 | 54,701 | 519,298 | 12,128,992 |
Jie Feng | 11,382,772 | 226,922 | 519,298 | 12,128,992 |
Yantao Yu | 11,379,522 | 230,172 | 519,298 | 12,128,992 |
Salvatore J. Zizza | 11,591,074 | 18,620 | 519,298 | 12,128,992 |
3. Ratification of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
For |
Against |
Abstain | Broker Non-Votes |
Total |
12,033,326 | 91,666 | 4,000 | - | 12,128,992 |
No other business properly came before the Meeting.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized:
TRANS-LUX CORPORATION | ||
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| by: | /s/ Todd Dupee |
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| Todd Dupee |
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| Senior Vice President and Chief Accounting Officer |
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Dated: May 31, 2023 |
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Document And Entity Information |
May 25, 2023 |
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Document Information Line Items | |
Entity Registrant Name | TRANS-LUX CORPORATION |
Document Type | 8-K |
Amendment Flag | false |
Entity Central Index Key | 0000099106 |
Document Period End Date | May 25, 2023 |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | DE |
Entity File Number | 1-2257 |
Entity Tax Identification Number | 13-1394750 |
Entity Address, Address Line One | 254 West 31st Street |
Entity Address, Address Line Two | 12th Floor |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10001 |
City Area Code | 800 |
Local Phone Number | 243-5544 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
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