false 0001000230 0001000230 2021-03-30 2021-03-30
 
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): March 30, 2021
 

OPTICAL CABLE CORPORATION
(Exact name of registrant as specified in its charter)
 

 
Virginia
 
000-27022
 
54-1237042
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
   
5290 Concourse Drive
Roanoke, VA
 
24019
(Address of principal executive offices)
 
(Zip Code)
 
(540) 265-0690
(Registrants 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 (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
Name of exchange on which registered
Common Stock, no par value
OCC
Nasdaq Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12B-2 of the Securities Exchange Act of 1934.
 
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. ☐
 
 

 
 
Table of Contents
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
Signatures
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
On March 30, 2021, Optical Cable Corporation (“OCC” or the “Company”) held its annual meeting of shareholders at its corporate headquarters, 5290 Concourse Drive, Roanoke, Virginia for the purposes of (1) electing six directors from the slate of directors nominated in accordance with OCC’s bylaws to serve until the next annual meeting of shareholders, (2) ratifying the appointment of Brown, Edwards & Company, L.L.P. as the independent registered public accounting firm for OCC, and (3) approving, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
 
1. Election of Directors. Each of the following directors were elected to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified. The vote regarding such directors was as follows:
 
Directors
Common Share
Votes For
 
Common Share
Votes Withheld
 
Common Share
Broker Non-Votes
Neil D. Wilkin, Jr.
3,574,241
 
613,426
 
1,203,076
Randall H. Frazier
3,556,583
 
631,084
 
1,203,076
John M. Holland
3,535,986
 
651,681
 
1,203,076
John A. Nygren
3,565,339
 
622,328
 
1,203,076
Craig H. Weber
3,555,216
 
632,451
 
1,203,076
John B. Williamson, III
3,554,316
 
633,351
 
1,203,076
 
2. Ratification of Brown, Edwards & Company L.L.P. Brown, Edwards & Company, L.L.P. was ratified as the independent registered public accounting firm for OCC. The vote regarding the ratification was as follows:
 
Number of Common Share Votes For
5,342,276
Number of Common Share Votes Against
7,905
Number of Common Share Votes Abstain
40,562
 
3. Approval, on a non-binding advisory basis, of the compensation to the Companys named executive officers. The compensation of the Company’s named executive officers was approved on a non-binding advisory basis. The vote regarding the approval was as follows:
 
Number of Common Share Votes For
4,083,948
Number of Common Share Votes Against
93,438
Number of Common Share Votes Abstain
10,281
Number of Common Share Broker Non-Votes
1,203,076
 
No other matters were voted upon at the annual meeting of shareholders.
 
 

 
 
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.
 
OPTICAL CABLE CORPORATION
   
By:
 
/s/ TRACY G. SMITH
Name:
 
Tracy G. Smith
Title:
 
Senior Vice President and Chief Financial Officer
 
Dated: March 31, 2021