Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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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):  October 10, 2023

STRATTEC SECURITY CORPORATION

(Exact name of registrant as specified in charter)

Wisconsin

(State or other jurisdiction of incorporation)

0-25150		39-1804239
(Commission File Number)		(I.R.S. Employer I.D. Number)

3333 West Good Hope Road
Milwaukee, WI		53209
(Address of Principal Executive Offices)		(Zip Code)

[phone]

(Registrant's telephone number; including area code)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of exchange on which registered
Common stock, $.01 par value	STRT	The Nasdaq Global Stock Market

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))

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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Section 5 – Corporate Governance and Management

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The 2023 Annual Meeting (the "Annual Meeting") of Shareholders of STRATTEC SECURITY CORPORATION (the "Company") was held on October 10, 2023.  A total of 4,068,412 shares of the Company's Common Stock, par value $0.01 per share, were eligible and entitled to vote at the Annual Meeting and a total of 3,258,687 shares of the Company's Common Stock were represented at the Annual Meeting (or 82.10% of the eligible shares).  The matters voted on at the Annual Meeting were as follows:

1.	Proposal 1: Election of Directors:

The following individuals, each of whom was nominated for election to the Board of Directors by the Company, was elected by the shareholders at the Annual Meeting for a term of three years expiring at the 2026 Annual Meeting of shareholders.

Name		Votes For		Votes Against		Abstentions		Broker Non-Votes
David R. Zimmer		3,129,780		121,240		7,667		0
Bruce M. Lisman		3,179,853		71,540		7,294		0
F. Jack Liebau, Jr.		3,227,252		24,291		7,144		0

The nomination of each of the above listed directors was made by the Board of Directors of the Company. Mr. Zimmer was completing a three year term as a member of the Board of Directors at the date of the Annual Meeting and each of Mr. Lisman and Mr. Liebau were first nominated for appointment to the Board, following recommendation from a Company shareholder, in connection with the 2023 Annual Meeting.

The terms of the following directors continued after the Annual Meeting: Harold M. Stratton II (until the 2024 Annual Meeting of Shareholders); Thomas W. Florsheim, Jr. (until the 2024 Annual Meeting of Shareholders); Tina Chang (until the 2025 Annual Meeting of Shareholders); and Frank J. Krejci (until the 2025 Annual Meeting of Shareholders).

2.	Proposal 2: Advisory (non-binding) vote on the executive compensation awarded to the Company's named executive officers:

The shareholders voted at the Annual Meeting in favor of the compensation of the Company's named executive officers as disclosed in the Proxy Statement for the Annual Meeting.

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,009,106		93,165		156,416		0

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3.	Proposal 3: Advisory (non-binding) vote on the frequency of future advisory votes on the executive compensation of the Company's named executive officers:

The shareholders voted to recommend that the Company include an advisory vote on the compensation of the Company's named executive officers pursuant to the rules of the Securities and Exchange Commission (the "Commission") every year.

One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
2,874,933		10,651		222,087		151,016		0

In accordance with the shareholder voting results, in which every "One Year" received the highest number of votes cast on the frequency proposal, and the Board of Directors' recommendation in the Proxy Statement for the Annual Meeting, future shareholder non-binding advisory votes on executive compensation will continue to occur every one year.  Accordingly, the next shareholder non-binding advisory vote on executive compensation will be held at the Company's 2024 Annual Meeting of Shareholders.  The next required shareholder non-binding advisory vote regarding the frequency interval will be held in six years at the Company's 2029 Annual Meeting of Shareholders.

4.	Proposal 4: Approval of an amendment to the Amended and Restated STRATTEC SECURITY CORPORATION Stock Incentive Plan:

The shareholders voted at the Annual Meeting in favor of the approval of the amendment to the Amended and Restated STRATTEC SECURITY CORPORATION Stock Incentive Plan as disclosed in the Proxy Statement for the Annual Meeting to increase the number of shares of Common Stock available for issuance to plan participants by 250,000.

Votes For		Votes Against		Abstentions		Broker Non-Votes
2,419,361		89,035		750,291		0

Section 9 - Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

104 – Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 thereunto duly authorized.

	STRATTEC SECURITY CORPORATION
Date:  October 11, 2023
	By:	/s/ Dennis Bowe
		Dennis Bowe, Vice President and CFO

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Document and Entity Information	Oct. 10, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 10, 2023
Entity File Number	0-25150
Entity Registrant Name	STRATTEC SECURITY CORPORATION
Entity Central Index Key	0000933034
Entity Incorporation, State or Country Code	WI
Entity Tax Identification Number	39-1804239
Entity Address, Address Line One	3333 West Good Hope Road
Entity Address, City or Town	Milwaukee
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53209
City Area Code	414
Local Phone Number	247-3333
Title of 12(b) Security	Common stock, $.01 par value
Trading Symbol	STRT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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