false 0001000230 0001000230 2022-03-29 2022-03-29
Table of Contents
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 29, 2022
 
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
(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 (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 29, 2022, 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 five directors from the slate of directors nominated in accordance with OCC’s bylaws to serve until the next annual meeting of shareholders, (2) approving the First Amendment to the Optical Cable Corporation 2017 Stock Incentive Plan (“2017 Plan”) to reserve an additional 350,000 new Common Shares of the Company for issuance under the 2017 Plan, (3) ratifying the appointment of Brown, Edwards & Company, L.L.P. as the independent registered public accounting firm for OCC, and (4) 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.
3,550,039
  
1,181,405
  
974,039
Randall H. Frazier
3,339,545
  
1,391,899
  
974,039
John M. Holland
3,375,404
  
1,356,040
  
974,039
John A. Nygren
3,387,910
  
1,343,534
  
974,039
Craig H. Weber
3,521,996
  
1,209,448
  
974,039
 
 
2. Approval of the First Amendment (the “First Amendment”) to the Optical Cable Corporation 2017 Stock Incentive Plan (“2017 Plan”) to reserve an additional 350,000 Common Shares of the Company for issuance under the 2017 Plan. The First Amendment was approved and 350,000 Common Shares of the Company were reserved for issuance under the 2017 Plan. The vote regarding the approval and reservation was as follows:
 
 
Number of Common Share Votes For
4,075,630
Number of Common Share Votes Against
649,391
Number of Common Share Votes Abstain
 6,423
Number of Common Share Broker Non-Votes
974,039
 
 
3. 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
5,666,608
Number of Common Share Votes Against
27,532
Number of Common Share Votes Abstain
11,343
 
2
Table of Contents
 
4. Approval, on a non-binding advisory basis, of the compensation to the Company’s 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
4,122,077
Number of Common Share Votes Against
602,094
Number of Common Share Votes Abstain
7,273
Number of Common Share Broker Non-Votes
974,039
 
 
No other matters were voted upon at the annual meeting of shareholders.
 
3
Table of Contents
 
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 29, 2022
 
 
4