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 18, 2022
(Exact Name of Registrant as Specified in Its Charter)
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a‑12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| 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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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
On May 18, 2022, The Shyft Group, Inc. (the “Company”) held its 2022 annual meeting of shareholders (“Annual Meeting”). There were 35,022,947 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting and there were 30,266,259 shares of common stock represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business.
The items voted upon at the Annual Meeting and the results of the vote on each proposal were as follows: Proposal 1: Election to the Company’s Board of Directors for a three-year term:
| Nominee |
For
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Withheld
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Broker Non-Votes
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Carl Esposito
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25,996,225
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446,691
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3,823,343
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Terri Pizzuto
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25,973,522
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469,394
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3,823,343
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James Sharman
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25,451,255
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991,661
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3,823,343
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Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:
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For
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Against
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Abstain
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30,203,716
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48,420
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14,123
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Proposal 3: Approval, on a non-binding basis, of the compensation paid to the Company's Named Executive Officers:
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For
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Against
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Abstain
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Broker Non-Votes
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23,008,189
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3,383,278
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51,449
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3,823,343
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Based on the votes set forth above, each of the proposals were approved by the shareholders of the Company.
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.
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THE SHYFT GROUP, INC.
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Dated: May 20, 2022
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/s/ Joshua A. Sherbin
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By: Joshua A. Sherbin
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Its: Chief Legal Officer and Corporate Secretary
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