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 22, 2019

 

 

Communications Systems, Inc.

(Exact name of Registrant as Specified in its Charter)

 

Minnesota

(State Or Other Jurisdiction Of Incorporation)

 

001-31588 41-0957999
(Commission File Number) (I.R.S. Employer Identification No.)
   

10900 Red Circle Drive

Minnetonka, MN

55343
(Address Of Principal Executive Offices) (Zip Code)

 

(952) 996-1674

Registrant’s Telephone Number, Including Area Code

 

 

 

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:

 

        Written communications pursuant to Rule 425 under the Securities Act

 

        Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol

  Name of each exchange on which registered
Common stock, par value $0.05   JCS  

NASDAQ Global Market

 

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 Vote of Security Holders

Communications Systems, Inc. (the "Company") held its 2019 Annual Meeting of Shareholders on May 22, 2019. The proposals considered at the Company's 2019 Annual Meeting are described in detail in the Company's Proxy Statement. Of the 9,308,521 shares of the Company's common stock outstanding and entitled to vote at the meeting, 8,294,618 shares or 89.1% of the outstanding shares, were present either in person or by proxy.

The following describes the matters considered by the Company's shareholders at the Annual Meeting, and the final results of the votes cast at the meeting:

1.                   To elect five directors of the Company to hold office until the next Annual Meeting of Shareholders or until their respective successors have been elected and qualified.

Nominee For Withhold Broker Non-Vote
Curtis A. Sampson 4,174,643 2,263,860 1,856,115
Roger H. D. Lacey 4,341,288 2,097,215 1,856,115
Richard A. Primuth 4,299,561 2,138,942 1,856,115
Randall D. Sampson 4,362,129 2,076,374 1,856,115
Steven C. Webster 4,452,809 1,985,694 1,856,115

 

2.                   To ratify and approve the appointment of Baker Tilly Virchow Krause, LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2019.

For Against Abstain
8,081,060 157,910 55,648

 

3.                   To approve amendments to the Company's Employee Stock Purchase Plan to increase the total number of authorized shares from 600,000 shares to 700,000 shares.

For Against Abstain Broker Non-Vote
6,261,258 167,394 9,851 1,856,115

 

As a result, the shareholders (i) elected each nominee as a director of the Company; (ii) ratified the appointment of Baker Tilly Virchow Krause, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019; and (iii) approved the 100,000 share increase in the Company's Employee Stock Purchase Plan.

 

 
 

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, thereunto duly authorized.

 

  COMMUNICATIONS SYSTEMS, INC.  
       
  By:  /s/ Mark D. Fandrich  
         Mark D. Fandrich  
    Group Business President and Chief Financial Officer

 

Date: May 24, 2019