Form 8-K - Current report

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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): January 25, 2024

 

Solitron Devices, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-04978		22-1684144
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

901 Sansburys Way West Palm Beach, FL		33411
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

(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:

 

☐	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 (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. ☐

 

Securities registered pursuant to Section 12(b) of the Act: None

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On January 25, 2024, the Annual Meeting of Stockholders (the “Annual Meeting”) of Solitron Devices, Inc. (the “Company”) was held. At the Annual Meeting, the Company’s stockholders voted on (i) the election of two directors as Class I directors to serve for a term expiring at the 2026 Annual Meeting of Stockholders (Proposal 1); (ii) ratification of the appointment of Whitley Penn LLP as the Company’s independent certified public accountants for the fiscal year ending February 29, 2024 (Proposal 2); (iii) approval of a non-binding advisory vote on the compensation of the named executive officers of the Company (“Say on Pay”) (Proposal 3) and (iv) the approval to transact such other and further business as may properly come before the meeting or any adjournments or postponements of the meeting (Proposal 4). The proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 8, 2023.

 

Set forth below are the voting results on each matter submitted to the stockholders at the Annual Meeting.

 

Proposal 1. The Company’s stockholders voted to elect Mr. John F. Chiste and Mr. Dwight P. “Ike” Aubrey as the Company’s Class I directors. The Class I directors will serve for a term until the 2026 Annual Meeting of Stockholders:

 

Nominee			Votes For			Votes Against				Abstentions				Broker Non-Votes
John F. Chiste			1,152,121				7,213				81,931				439,244
Dwight P. Aubrey			1,151,771				7,263				82,231				439,244

 

Proposal 2. The Company’s stockholders voted to ratify the appointment of Whitley Penn LLP as the Company’s independent registered public accountants for the fiscal year ending February 29, 2024.

 

Votes For			Votes Against				Abstentions
1,674,196				3,324				2,989

 

Proposal 3. The Company’s stockholders voted to approve a non-binding advisory vote on the compensation of the named executive officers of the Company (“Say on Pay”).

 

Votes For			Votes Against				Abstentions				Broker Non-Votes
1,201,972				24,386				14,907				439,244

 

As there were sufficient votes to approve proposals 1, 2 and 3, proposal 4 was moot.

 

2

 

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.

 

	Solitron Devices, Inc.
Date: January 29, 2024	By:	/s/ Tim Eriksen
	Name:	Tim Eriksen
	Title:	Chief Executive Officer and Interim Chief Financial Officer

 

3

 

Cover	Jan. 25, 2024
Cover [Abstract]
Entity Registrant Name	Solitron Devices, Inc.
Entity Central Index Key	0000091668
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jan. 25, 2024
Entity File Number	001-04978
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	22-1684144
Entity Address Address Line 1	901 Sansburys Way
Entity Address City Or Town	West Palm Beach
Entity Address State Or Province	FL
Entity Address Postal Zip Code	33411
City Area Code	561
Local Phone Number	848-4311
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false

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