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 21, 2020

 

NAPCO SECURITY TECHNOLOGIES, INC.

(Exact name of registrant as specified in charter)

 

Delaware   0-10004   11-2277818

(State or other jurisdiction of incorporation)

  (Commission File Number)   (IRS Employer Identification No.)

 

333 Bayview Avenue, Amityville, New York 11701

(Address of principal executive offices)

 

Registrant's telephone number, including area code (631) 842-9400

 

____________________________________________________

(Former name and former address if changed from 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, par value $0.01 per share   NSSC   Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (section 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

 

The 2019 annual meeting of the shareholders of Napco Security Technologies, Inc. (the “Company”) was held on May 21, 2020. Matters voted on at the annual meeting and the results thereof were as follows:

 

Proposal 1: Election of directors. The following individuals were elected to the Company’s Board of Directors to hold office until the Annual Meeting after the 2022 fiscal year.
 
    For   Withheld   Broker Non-Votes  
Richard L. Soloway   12,105,968   1,880,553   2,034,248  
Kevin S. Buchel   10,868,971   3,117,550   2,034,248  
               
Proposal 2: Ratification of the selection of Baker Tilly Virchow Krause LLP as the Company’s independent registered public accountants for fiscal 2020.
 
For   Against   Abstain      
15,783,839   233,205   3,725      
               
Proposal 3: Approval of adoption of the 2020 Non-Employee Stock Option Plan.
 
For   Against   Abstain   Broker Non-Votes  
9,506,076   4,046,748   433,697   2,034,248  
               
Proposal 4: Advisory vote to approve compensation of the named executive officers.
 
For   Against   Abstain   Broker Non-Votes  
13,004,259   523,773   4,494,489   2,034,248  

 

Proposal 5: Advisory vote to determine the frequency of the advisory vote to approve the compensation of the named executive officers.
 
Every Three Years   Every Two Years  

Every Year

  Abstain   Broker Non-Votes
8,145,936   106,927 5,723,343   10,315   2,034,248
                 

In light of the shareholder vote on frequency of future votes on approval of named executive officer compensation, the Company has decided that it will include a shareholder vote on approval of named executive officer compensation in its proxy materials every three years. 

 

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 there-under duly authorized.

 

    NAPCO SECURITY TECHNOLOGIES, INC.
    (Registrant)
         
Date: May 26, 2020   By: /s/ Kevin S. Buchel
      Kevin S. Buchel
      Senior Vice President and Chief Financial Officer