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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction | (Commission File No.) | (IRS Employer |
| of Incorporation) | Identification Number) |
(Address of Principal Executive Offices) (Zip Code)
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:
| 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 (17CFR 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 | ||
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of
the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 |
P&F Industries, Inc. (the “Registrant”) held its 2022 annual meeting of stockholders (the “Annual Meeting”) on May 25, 2022. At the Annual Meeting, the stockholders (i) elected two (2) directors, each to a term that expires at the 2025 annual meeting of stockholders and until their successors are elected and qualified, (ii) ratified the appointment of CohnReznick LLP as the Registrant’s independent registered public accounting firm for the year 2022, (iii) approved an advisory (non-binding) resolution regarding the compensation of the Registrant’s named executive officers and (iv) voted in favor of the Registrant holding an advisory (non-binding) vote on the compensation of the named executive officers every three (3) years. Set forth below are the final voting results for each of the proposals.
| 1. | Election of directors: |
| Name of Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Howard Brod Brownstein | 1,857,910 | 620,626 | 306,521 | |||
| Richard A. Horowitz | 1,873,619 | 604,917 | 306,521 |
| 2. | Proposal to ratify the appointment of CohnReznick LLP as the Registrant’s independent registered public accounting firm for the year 2022: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 2,771,327 | 7,050 | 6,680 | Not applicable |
| 3. | Proposal to approve an advisory (non-binding) resolution regarding the compensation of the Registrant’s named executive officers: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 1,862,812 | 611,943 | 3,781 | 306,521 |
| 4. | Proposal with respect to an advisory (non-binding) vote on the frequency of the Registrant’s inclusion of an advisory vote regarding the compensation of its named executive officers in its future proxy statements for stockholder consideration: |
| One Year | Two Years | Three Years | Votes Abstained | Broker Non-Votes | ||||
| 642,364 | 9,541 | 1,824,328 | 2,303 | 306,521 |
The Registrant’s Board of Directors decided that the Registrant will hold an advisory (non-binding) vote on the compensation of the named executive officers every three (3) years until it holds the next advisory (non-binding) vote on the frequency of named executive compensation. This decision was based in part on a majority of votes cast being voted in favor of this choice of frequency at the Annual Meeting. Pursuant to Securities and Exchange Commission regulations, the Registrant is required to hold such votes on frequency at least once every six (6) years.
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.
| P & F INDUSTRIES, INC. | ||
| Date: May 31, 2022 | ||
| By: | /s/ Joseph A. Molino, Jr. | |
| Joseph A. Molino, Jr. | ||
| Vice President, Chief Operating Officer and Chief Financial Officer | ||
