Document
false0001532961 0001532961 2020-10-13 2020-10-13


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) October 13, 2020
 
NV5 GLOBAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
001-35849
 
45-3458017
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
 
  200 South Park Road,
Suite 350
 
 
 
 
Hollywood,
Florida
 
 
 
33021
(Address of Principal Executive Offices)
 
 
 
(Zip Code)
 
(954) 495-2112
(Registrant’s Telephone Number, Including Area Code)

n/a
(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 Exchange Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.01 par value
 
NVEE
 
The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 13, 2020, NV5 Global, Inc. (the “Company”) received notification from Nasdaq that it was no longer in compliance with Nasdaq’s majority independent director requirement and Audit Committee composition requirements as set forth in Listing Rules 5605(b)(1) and 5605(c)(2)(A). These rules require that the Company’s Board of Directors be composed of a majority of independent directors and that the Audit Committee of the Board of Directors consist of at least three independent members. The Company’s Board of Directors had been composed of four independent directors and three non-independent directors but the decision of independent director Gerald J. Salontai to resign in September 2020 resulted in the Board consisting of an equal number of independent and non-independent directors and created a vacancy on the Audit Committee.
 
The Nasdaq notification has no immediate effect on the listing of the Company’s common stock.  Consistent with Listing Rule 5605(b)(1)(A) and 5605(c)(4), Nasdaq provides the Company a cure period in order to regain compliance until the earlier of the Company’s next annual shareholders’ meeting or September 4, 2021. The Board is conducting a director search process and expects to be compliant with the majority independent Board members and Audit Committee composition requirements of Nasdaq Listing Rule 5605 by or before the end of the cure period.













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.
 
Dated: October 14, 2020
 
 
 
NV5 GLOBAL, INC.
 
 
 
 
By:
/s/ Richard Tong
 
Name:
Title:
Richard Tong
Executive Vice President and General Counsel


 v3.20.2
Document and Entity Information Document
Oct. 13, 2020
Cover page.  
Document Type 8-K
Document Period End Date Oct. 13, 2020
Entity Registrant Name NV5 GLOBAL, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35849
Entity Tax Identification Number 45-3458017
Entity Address, Address Line One   200 South Park Road,
Entity Address, Address Line Two Suite 350
Entity Address, City or Town Hollywood,
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33021
City Area Code 954
Local Phone Number 495-2112
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol NVEE
Security Exchange Name NASDAQ
Entity Central Index Key 0001532961
Amendment Flag false