UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At our annual meeting of shareholders on June 14, 2022, our shareholders approved the AstroNova, Inc. 2022 Employee Stock Purchase Plan (the “2022 ESPP”). Up to 40,000 shares of our common stock may be issued pursuant to the 2022 ESPP.
We incorporate herein by reference the description of the material terms of the 2022 ESPP appearing under the heading “Proposal No. 3”, in our definitive proxy statement dated as of April 28, 2022.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
We held our annual meeting of shareholders on June 14, 2022. A total of 7,317,463 shares of our common stock were outstanding as of April 18, 2022, the record date for the annual meeting.
At the annual meeting, our shareholders voted (i) to elect five directors to serve until the next annual meeting of shareholders and thereafter until their respective successors are elected and qualified, (ii) to approve an advisory (non-binding) proposal on the compensation paid to our executive officers, (iii) to approve and adopt the AstroNova, Inc. 2022 Employee Stock Purchase Plan; and (iv) to ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for our fiscal year ending January 31, 2023. Set forth below are the matters acted upon at the annual meeting and the final voting results on each matter as reported by our inspector of elections.
| 1. | Election of directors. |
| Nominee |
For | Withheld | Broker Non-Votes |
|||||||||
| Alexis P. Michas |
5,021,981.94 | 61,132.86 | 1,354,942.00 | |||||||||
| Mitchell I. Quain |
4,305,332.94 | 777,781.86 | 1,354,942.00 | |||||||||
| Yvonne E. Schlaeppi |
4,955,237.94 | 127,876.86 | 1,354,942.00 | |||||||||
| Richard S. Warzala |
4,614,140.94 | 468,973.86 | 1,354,942.00 | |||||||||
| Gregory A. Woods |
4,713,938.94 | 369,175.86 | 1,354,942.00 | |||||||||
| 2. | To approve, on an advisory, non-binding basis, the compensation paid to our named executive officers. |
| For |
Against |
Abstain |
Broker | |||
| 4,480,185.94 |
451,445.86 | 151,483.00 | 1,354,942.00 |
| 3. | To approve and adopt the AstroNova, Inc. 2022 Employee Stock Purchase Plan. |
| For |
Against |
Abstain |
Broker | |||
| 4,697,970.76 |
378,248.86 | 6,895.18 | 1,354,942.00 |
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| 4. | To ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for our fiscal year ending January 31, 2023. |
| For |
Against |
Abstain |
Broker | |||
| 5,864,855.94 |
552,131.06 | 21,069.80 | 0.00 |
| Item 9.01 | Financial Statement and Exhibits. |
| (d) Exhibits |
| Exhibit No. | Exhibit | |
| 10.1 | AstroNova, Inc. 2022 Employee Stock Purchase Plan, filed as Annex A to the AstroNova, Inc. Definitive Proxy Statement on Schedule 14A filed with the SEC on April 29, 2022 and incorporated by reference herein. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURE
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.
| ASTRONOVA, INC. | ||||
| Dated: June 17, 2022 | By: | /s/ David S. Smith | ||
| David S. Smith | ||||
| Vice President, Chief Financial Officer and Treasurer | ||||
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