Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

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FORM 8-K

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): August 12, 2024 (July 10, 2024)

 

EDUCATIONAL DEVELOPMENT CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware	000-04957	73-0750007
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

 

5402 S 122nd E Avenue, Tulsa, Oklahoma 74146

(Address of principal executive offices and Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

                                                                                 

(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 (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:

 

Common Stock, $.20 par value	EDUC	NASDAQ
(Title of class)	(Trading symbol)	(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 (§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.

☐

 

 

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Item 5.07         Submission of Matters to a Vote of Security Holders

 

At the annual meeting of stockholders of the Company held on July 10, 2024, the following actions took place:

 

1.	Election of two Class II Directors. The Company’s stockholders reelected Craig M. White and Dr. Kara Gae Neal as Class II Directors of the Company each for a three-year term based on the following votes:

 

Nominee		For		Against		Withheld		Broker Non-Votes
Craig M. White		4,683,888		0		473,057		1,637,825
Dr. Kara Gae Neal		4,967,956		0		188,989		1,637,825

 

2.	Ratification of Independent Registered Public Accounting Firm. The Company’s stockholders approved the ratification of the appointment of HoganTaylor LLP as the independent public accounting firm for the Company for the year ending February 28, 2025, based on the following votes:

 

For		Against		Abstain/Withheld		Broker Non-Votes
6,559,531		19,976		215,263		0

 

3.	Compensation of our name executive officers. Approval, on an advisory basis, based on the following votes:

 

For		Against		Abstain/Withheld		Broker Non-Votes
5,066,150		50,516		40,279		1,637,825

 

 

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SIGNATURE

 

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			EDUCATIONAL DEVELOPMENT CORPORATION
Date:	August 12, 2024		By: /s/ Dan E. O’Keefe
			Dan E. O’Keefe Chief Financial Officer

 

 

 

Document And Entity Information	Jul. 10, 2024
Document Information Line Items
Entity Registrant Name	EDUCATIONAL DEVELOPMENT CORPORATION
Trading Symbol	EDUC
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000031667
Document Period End Date	Jul. 10, 2024
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	DE
Entity File Number	000-04957
Entity Tax Identification Number	73-0750007
Entity Address, Address Line One	5402 S 122nd E Avenue
Entity Address, City or Town	Tulsa
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74146
City Area Code	(918)
Local Phone Number	622-4522
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.20 par value
Security Exchange Name	NASDAQ

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