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Published: 2022-06-03 09:45:31 ET
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smid_8k.htm

 

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): June 1, 2022

 _________________________________

 

SMITH-MIDLAND CORPORATION

(Exact Name of Registrant as Specified in Charter)

 _________________________________

 

Delaware

 

1-13752

 

54-1727060

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

P.O. Box 300, 5119 Catlett Road

Midland, Virginia 22728

(Address of principal executive offices)

 

(540) 439-3266

(Registrant’s telephone number, including area code)

 _________________________________

 

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

Common Stock, $0.01 par value per share

 

SMID

 

NASDAQ

 

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. ☐

 

 

 

 

ITEM 5.07

Submission of Matters to A Vote of Security Holders

 

The Company held its Annual Meeting of Stockholders on June 1, 2022. The final results of the voting for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:

 

Proposal No. 1.

 

The Board of Directors’ nominees were elected to serve as directors until the next Annual Meeting or until each of their respective successors is duly elected and qualified by the votes set forth below:

 

 

 

For

 

 

Withheld

 

 

Non Votes

 

Ashley B. Smith

 

 

1,328,810

 

 

 

123,273

 

 

 

1,179,238

 

Wesley A. Taylor

 

 

1,247,472

 

 

 

204,611

 

 

 

1,179,238

 

James Russell Bruner

 

 

1,401,062

 

 

 

51,021

 

 

 

1,179,238

 

Richard Gerhardt

 

 

1,409,497

 

 

 

42,586

 

 

 

1,179,238

 

 

Proposal No. 2.

 

The Stockholders ratified the selection of DIXON HUGHES GOODMAN LLP (now known as FORVIS, LLP based on the merger on June 1, 2022) as the independent registered public accounting firm for the Company for the year ending December 31, 2022 by the votes set forth below:

 

 For

 Against

 Abstain

Non Votes

2,586,167

 44,686

468

 —

 

Proposal No. 3.

 

The Stockholders voted, on an advisory basis, on the compensation of our named executive officers by the votes set forth below:

 

 For

 Against

 Abstain

Non Votes

1,420,956

11,975

19,154

1,179,236

 

Proposal No. 4.

 

The Stockholders voted, on an advisory basis, on the frequency of advisory votes on executive compensation for our named executive officers in future years, by the votes set forth below:

 

 1 Year

 2 Years

 3 Years

Abstain

Non Votes

347,837

 22,962

1,070,085

8,198

1,182,239

 

 

 

 

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:  June 3, 2022

 

 

 

 

SMITH-MIDLAND CORPORATION

 

 

 

 

 

 

By:

/s/ Adam J. Krick

 

 

 

Adam J. Krick

Chief Financial Officer