Current Report Filing (8-k)
December 07 2022 - 3:31PM
Edgar (US Regulatory)
0000946454
false
0000946454
2022-12-06
2022-12-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
December
6, 2022
Date
of Report (Date of earliest event reported)
BALLANTYNE
STRONG, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
1-13906
|
|
47-0587703
|
(State
or other jurisdiction of |
|
(Commission
|
|
(IRS
Employer |
incorporation
or organization) |
|
File
No.) |
|
Identification
Number) |
5960
Fairview Road, Suite 275 |
|
|
Charlotte,
North Carolina |
|
28210
|
(Address
of principal executive offices) |
|
(Zip
Code) |
(704)
994-8279
(Registrant’s
telephone number including area code)
Not Applicable
(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:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Common
Stock, $0.01 par value |
|
BTN |
|
NYSE
American |
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.
Ballantyne
Strong, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on December
6, 2022. There were outstanding and entitled to vote at the Annual Meeting 19,469,649 shares of common stock. There were present, in
person or by proxy, 15,772,596 shares representing approximately 81.01% of the common stock outstanding and entitled to vote. The matters
set forth below were voted upon, with the results as indicated:
Proposal
No. 1 – Election of Directors:
The
Inspector of Elections certified the following vote tabulations for the seven nominees for election to the Board of Directors, all of
whom were elected to serve as directors of the Company until the Company’s 2023 annual meeting of stockholders:
| |
For | | |
Withheld | | |
Broker Non-Votes | |
D. Kyle Cerminara | |
| 12,293,294 | | |
| 428,728 | | |
| 3,050,574 | |
William J. Gerber | |
| 12,294,495 | | |
| 427,527 | | |
| 3,050,574 | |
Charles T. Lanktree | |
| 12,179,736 | | |
| 542,286 | | |
| 3,050,574 | |
Michael C. Mitchell | |
| 12,295,595 | | |
| 426,427 | | |
| 3,050,574 | |
Robert J. Roschman | |
| 11,620,256 | | |
| 1,101,766 | | |
| 3,050,574 | |
Ndamukong Suh | |
| 12,160,267 | | |
| 561,755 | | |
| 3,050,574 | |
Larry G. Swets, Jr. | |
| 10,617,902 | | |
| 2,104,120 | | |
| 3,050,574 | |
Proposal
No. 2 – Advisory Approval of Executive Compensation:
The
Inspector of Elections certified the following advisory vote tabulations for the non-binding approval of the compensation of the Company’s
Named Executive Officers, as described in the Proxy Statement related to the Annual Meeting:
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 12,151,468 | | |
| 516,224 | | |
| 54,330 | | |
| 3,050,574 | |
Proposal
No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm:
The
Inspector of Elections certified the following vote tabulations for the proposal to ratify the appointment of Haskell & White LLP
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:
For | | |
Against | | |
Abstain | |
| 15,686,184 | | |
| 27,230 | | |
| 59,182 | |
Proposal
No. 4 – Approval of the Reincorporation of the Company from Delaware to Nevada:
The
Inspector of Elections certified the following vote tabulations for the proposal to approve the reincorporation of the Company from Delaware
to Nevada, which will be accomplished by means of the adoption and approval of an Agreement and Plan of Merger dated as of October 19,
2022 by and between the Company and Ballantyne Strong, Inc., a Nevada corporation and a wholly owned subsidiary of the Company:
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 10,137,056 | | |
| 2,567,580 | | |
| 17,386 | | |
| 3,050,574 | |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
BALLANTYNE
STRONG, INC. |
|
|
|
Date:
December 7, 2022 |
By:
|
/s/
Todd R. Major |
|
|
Todd
R. Major |
|
|
Chief
Financial Officer |
Ballantyne Strong (AMEX:BTN)
Historical Stock Chart
From Dec 2024 to Jan 2025
Ballantyne Strong (AMEX:BTN)
Historical Stock Chart
From Jan 2024 to Jan 2025
Real-Time news about Ballantyne Strong Inc (American Stock Exchange): 0 recent articles
More Ballantyne Strong, Inc. News Articles