Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2022
Sypris Solutions, Inc.
(Exact name of registrant as specified in its charter)
Delaware
0-24020
61-1321992
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
101 Bullitt Lane, Suite 450
Louisville, Kentucky
40222
(Address of Principal
Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (502) 329-2000
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
SYPR
NASDAQ Global Select Market
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.
☐
Item5.07. Submission of Matters to a Vote of Security Holders.
The regular Annual Meeting of Stockholders of Sypris Solutions, Inc. (the “Company”) was held in Louisville, Kentucky on May 10, 2022, for the purpose of voting on the proposals described below. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and there was no solicitation in opposition to management’s nominees for directors. The total number of shares of common stock outstanding as of March 16, 2022, the record date of the Annual Meeting of Stockholders, was 21,879,724.
Matters submitted to stockholders at the meeting and the voting results thereof were as follows:
Election of Directors. The stockholders of the Company elected each of the Class II director nominees proposed by the Company’s Board of Directors to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The following is a breakdown of the voting results:
DIRECTOR
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
Gary L. Convis
12,708,914
110,152
38,462
0
R. Scott Gill
12,723,879
105,700
27,949
0
Robert Sroka
11,983,006
845,942
28,580
0
Advisory Vote on Named Executive Officer Compensation. The stockholders of the Company approved an advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2022. The following is a breakdown of the voting results:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
12,667,284
147,968
42,276
0
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.
Dated: May 12, 2022
Sypris Solutions, Inc.
By:
/s/ Anthony C. Allen
Anthony C. Allen
Vice President, Chief Financial Officer and Treasurer
