Blueprint
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): May 29, 2019
Pharma-Bio
Serv, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
0-50956
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20-0653570
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
|
6 Road
696, Dorado, Puerto Rico
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00646
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(787)
278-2709
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(Registrant’s
Telephone Number, Including Area Code)
|
|
(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: None
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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|
|
|
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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.
On May
29, 2019, Pharma-Bio Serv, Inc. (the “Company”) held
its 2019 Annual Meeting of Stockholders (the “Annual
Meeting”). Below is a summary of the proposals and
corresponding votes.
Elizabeth
Plaza and Howard Spindel were elected as Class III directors to
serve for a term until the 2022 Annual Meeting of Stockholders or
until successors are duly elected and qualified. Elizabeth Plaza
and Howard Spindel received the following votes:
Nominee
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For
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Withheld
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Elizabeth
Plaza
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12,604,380
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1,550,000
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Howard
Spindel
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12,604,380
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1,550,000
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There
were 4,956,270 broker non-votes on this proposal.
The
ratification of the selection of Crowe PR PSC as the Company's
independent certified public accountants for the fiscal year ending
October 31, 2019 received the following votes:
For
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Against
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Abstain
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19,110,650
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0
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0
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There
were no broker non-votes on this proposal.
The
non-binding advisory vote on the compensation of the named
executive officers of the Company (“Say on Pay”)
received the following votes:
For
|
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Against
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Abstain
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12,604,380
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1,550,000
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0
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There
were 4,956,270 broker non-votes on this proposal.
The
non-binding advisory vote on the frequency of the advisory vote on
Say on Pay in future years received the following
votes:
1 Year
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2 Years
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3 Years
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Abstain
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2,368,335
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5,500
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11,780,545
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0
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There
were 4,956,270 broker non-votes on this proposal.
The
Company has considered the outcome of this advisory vote and has
determined, as was recommended by the Company’s Board of
Directors in the proxy statement for the Annual Meeting, that the
Company will hold an advisory vote every three years on the
compensation of the Company’s named executive officers until
the next required frequency vote.
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.
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PHARMA-BIO SERV,
INC.
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Date:
May 29, 2019 |
By:
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/s/ Pedro J.
Lasanta
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Pedro J.
Lasanta
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Chief Financial
Officer, Vice President Finance and Administration and
Secretary |
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