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Perma-Pipe International Holdings, Inc. – ‘8-K’ for 6/24/20

On:  Wednesday, 6/24/20, at 5:39pm ET   ·   As of:  6/25/20   ·   For:  6/24/20   ·   Accession #:  1437749-20-13785   ·   File #:  1-32530

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/25/20  Perma-Pipe Int’l Holdings, Inc.   8-K:5       6/24/20    1:26K                                    RDG Filings/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     15K 


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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): June 24, 2020

 

PERMA-PIPE INTERNATIONAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

0-18370

36-3922969

(State or other jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

 

6410 West Howard Street, Niles, Illinois 60714

(Address of principal executive offices, including zip code)

 

(847) 966-1000

(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 (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(s)

Name of each exchange on which registered

 Common Stock, $.01 par value per share

 PPIH

 The NASDAQ Stock Market LLC

 

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.

 

On June 23, 2020, Perma-Pipe International Holdings, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below is information regarding the results of the matters voted on by the Company’s stockholders at the Annual Meeting.

 

Proposal 1.     Elect five directors to hold office until the Company’s 2021 Annual Meeting of Stockholders and until their successors are otherwise duly elected and qualified:

 

Director Nominee

Votes For

Votes Withheld

Abstentions

Broker Non-Votes

David S. Barrie

4,924,310 255,535 4,280 777,699
Cynthia A. Boiter 5,072,604 107,241 4,280 777,699

David B. Brown

4,992,736 187,109 4,280 777,699

David J. Mansfield

5,012,025

167,820 4,280 777,699

Jerome T. Walker

5,069,304 110,541 4,280 777,699

 

All directors were elected with over 95% of the shares voted at the Annual Meeting voting for their re-election compared to approximately 77% of the shares voted at the 2019 Annual Meeting of Stockholders.

 

Proposal 2.     Advisory vote to approve the compensation of the Company’s named executive officers:

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

4,471,539 691,922 20,664 777,699

 

The Company's proposal regarding the compensation of the named executive officers was approved by almost 87% of the shares voted at the Annual Meeting.

 

Proposal 3. Ratify the selection of Grant Thornton LLP ("Grant Thornton") as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2021:

 

Votes For

Votes Against

Abstentions

5,367,764 4,251 589,809

 

The Company's proposal regarding the selection of Grant Thornton was approved by over 99% of the shares voted at the Annual Meeting.

 

 

 

 

 

 

 

 

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.

 

    PERMA-PIPE INTERNATIONAL HOLDINGS, INC.
     
Date: June 24, 2020      By: /s/ D. Bryan Norwood               
    D. Bryan Norwood
    Vice President and Chief Financial Officer

 

 

 

 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
1/31/21
Filed as of:6/25/20
Filed on / For Period end:6/24/204
6/23/20DEF 14A
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