(Registrant’s
Telephone Number, Including Area Code)
(Former Name
or Former Address, if Changed Since Last Report)
Securities
registered or to be 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, no
par value
TRT
NYSE
American
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 (17 CFR 230.405)
or Rule 12b2 of the Securities Exchange Act of 1934 (17 CFR
240.12b2) 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.
The Annual Meeting of Shareholders for Trio-Tech International,
Inc. (the “Company”) was held on December 3, 2019. At
the meeting, the Company’s shareholders voted on the election
of directors, the compensation of the Company’s named
executive officers and the frequency of the advisory vote on the
compensation of the Company’s named executive
officers.
The voting results on these proposals were as follows:
Proposal #1 Election of directors.
For
Withheld
Broker
Non-Votes
Jason Adelman
2,822,021
213,593
637,441
Richard
Horowitz
2,817,080
218,534
637,441
A. Charles
Wilson
2,532,519
503,095
637,441
S. W.
Yong
2,532,780
502,834
637,441
Victor
Ting
2,532,780
502,834
637,441
All of the Company’s nominees were elected, with each nominee
receiving a plurality of the votes cast.
Proposal #2 Non Binding, Advisory vote on the compensation of named
executive officers:
For
Against
Abstain
Total Shares
Voted
2,861,516
63,625
747,914
Proposal #3 Frequency for holding the advisory vote on the
compensation of named executive officers:
1
year
2
years
3
years
Abstain
Total Shares
Voted
1,326,310
106,861
1,591,402
648,482
Item 8.01 Other Events.
At the 2019 Annual Meeting of Shareholders, a majority of the
Registrant’s outstanding shares of common stock that voted on
the matter were voted in favor of conducting future advisory votes
on executive compensation on an “every one year” basis.
The Registrant’s Board of Directors had recommended in the
proxy statement for the 2019 Annual Meeting a vote for the
“every three years” option. The Registrant’s
Board of Directors had made such recommendation based on its
conclusion that an advisory vote at such frequency would provide
the Registrant’s shareholders with sufficient time to
evaluate the effectiveness of its overall compensation philosophy,
policies and practices in the context of the Registrant’s
long-term business results, while avoiding more emphasis on short
term variations in compensation and business
results. Therefore, the Registrant’s Board of
Directors has decided to conduct future advisory votes on executive
compensation on an “every three years” basis until at
least the next vote by the Registrant’s shareholders on the
frequency of such votes, which will be no later than the
Registrant’s 2022 Annual Meeting of
Stockholders.
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.
