false 0000724004 0000724004 2024-08-30 2024-08-30
 
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): August 30, 2024
 
 
MESA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
 
 
Colorado
(State or other jurisdiction of
incorporation)
0-11740
(Commission File Number)
84-0872291
(I.R.S. Employer
Identification No.)
 
12100 West Sixth Avenue,
Lakewood, Colorado
(Address of principal executive offices)
  
80228

(Zip Code)
 
Registrant’s telephone number, including area code: 303-987-8000
 
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 under Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol
  
Name of each exchange on which
registered
 
         
Common Stock, no par value
  
MLAB
  
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 August 30, 2024, Mesa Laboratories, Inc. (“Mesa” or the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). Holders of 5,409,163 shares of Mesa’s common stock were entitled to vote, of which 5,096,365 shares were represented in person or by proxy at the Annual Meeting.
 
The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the Company’s proxy statement for the Annual Meeting, are as follows:
 
Proposal 1 – Election of directors
 
Each of John J. Sullivan, Gary M. Owens, Shannon M. Hall, Jenny S. Alltoft, Shiraz S. Ladiwala, R. Tony Tripeny, and Mark Capone was elected to the board of directors of Mesa to hold office for a one-year term, until the 2025 annual meeting of shareholders.
 
   
For
     Withheld    
Broker
Non-Votes
  
John J. Sullivan, Ph.D.
     4,759,234       81,652       255,479  
Gary M. Owens
     4,732,565       108,321       255,479  
Shannon M. Hall
     4,727,530       113,356       255,479  
Jennifer S. Alltoft
     4,667,909       172,977       255,479  
Shiraz S. Ladiwala
     4,818,063       22,823       255,479  
R. Tony Tripeny
     4,812,667       28,219       255,479  
Mark Capone
     4,832,466       8,420       255,479  
 
Proposal 2 – Ratification of the selection by our Audit Committee of RSM US LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025
 
The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending March 31, 2025 was approved:
 
 
For
   Against  
Abstain
  
Broker 
Non-Votes
4,992,593
  
103,362
  
410
  
--
 
 
Proposal 3 – Approval on a non-binding basis of the compensation of Mesa’s named executive officers
 
The compensation of the Company’s named executive officers, as disclosed in the proxy statement, was approved on a non-binding advisory basis.
 
For
   Against  
Abstain
  
Broker 
Non-Votes
4,581,083
  
226,773
  
33,030
  
255,479
 
 
 
 
 
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.
 
 
DATE: August 30, 2024
  
Mesa Laboratories, Inc.
   
(Registrant)
     
     
 
BY: 
/s/ Gary M. Owens  
   
Gary M. Owens
   
President and Chief Executive Officer
 
 
v3.24.2.u1
Document And Entity Information
Aug. 30, 2024
Document Information [Line Items]  
Entity, Registrant Name MESA LABORATORIES, INC.
Document, Type 8-K
Document, Period End Date Aug. 30, 2024
Entity, Incorporation, State or Country Code CO
Entity, File Number 0-11740
Entity, Tax Identification Number 84-0872291
Entity, Address, Address Line One 12100 West Sixth Avenue
Entity, Address, City or Town Lakewood
Entity, Address, State or Province CO
Entity, Address, Postal Zip Code 80228
City Area Code 303
Local Phone Number 987-8000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol MLAB
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000724004
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