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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 12, 2025
 
 
BASSETT FURNITURE INDUSTRIES, INCORPORATED
(Exact name of registrant as specified in its charter)
 
 
Virginia  
000-00209
  
54-0135270
(State or other jurisdiction of
incorporation or organization)
  
(Commission File No.)
  
(I.R.S. Employer
Identification No.)
 
3525 Fairystone Park Highway
Bassett, Virginia
  
24055
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code (276) 629-6000
 
(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 Act:
 
Title of each class
  
Trading Symbol
  
Name of exchange on which registered
Common Stock ($5.00 par value)
  
BSET
   NASDAQ
 
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. ☐
 
 
 
 
Item 5.07.
Submission of Matters to a Vote of Security Holders
 
The Company’s 2025 annual meeting of shareholders was held on March 12, 2025. As of the record date for the meeting, the Company had 8,788,356 of common stock outstanding, each of which is entitled to one vote. According to the final voting results, all director nominees were elected.
 
The voting tabulation was as follows:
 
Nominee
  
Votes For
  
Votes
Withheld
  
Votes
Abstain 
  
Broker Non-
Vote
                 
Emma S. Battle
  
5,080,658
  
220,784
  
 -   
  
2,042,785
John R. Belk
  
5,085,678
  
215,764
  
 -   
  
2,042,785
Kristina Cashman
  
5,032,106
  
269,336
  
 -   
  
2,042,785
Virginia W. Hamlet
  
5,018,974
  
282,468
  
 -   
  
2,042,785
J. Walter McDowell
  
5,060,382
  
241,060
  
 -   
  
2,042,785
Robert H. Spilman, Jr.
  
5,048,016
  
253,426
  
 -   
  
2,042,785
William C. Wampler, Jr.
  
4,937,710
  
363,732
  
 -   
  
2,042,785
William C. Warden, Jr.
  
4,936,728
  
364,714
  
 -   
  
2,042,785
 
 
At the annual meeting, the shareholders also voted on three proposals:
 
 
1.
Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm.
 
The final tabulation was as follows:
 
Proposal
  
Votes For
  
Votes Against
  
Votes
Abstain
  
Broker Non-
Vote
                 
Ratification of Ernst & Young LLP
  
 7,205,397
  
 103,753
  
 35,077
  
 -   
 
 
2.
To consider and act on an advisory vote regarding the approval of the compensation paid to certain executive officers.
 
The final tabulation was as follows:
 
Proposal
  
Votes For
  
Votes Against
  
Votes
Abstain
  
Broker Non-
Vote
                 
Approval of Officer Compensation
  
 5,155,674
  
 80,494
  
 65,274
  
 2,042,785
 
 
3.
To consider and act on an advisory vote regarding the frequency of shareholder approval of the compensation paid to certain executive officers.
 
The final tabulation was as follows:
 
Proposal
  
1 Year
  
2 Years
  
3 Years
  
Votes
Abstain
  
Broker Non-
Vote
                     
Frequency of Approval of Officer Compensation
  
 4,595,490
  
 11,736
  
 616,996
  
 77,220
  
 2,042,785
 
 
 
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
104         Cover Page Interactive Data File (embedded within the inline XBRL document)
 
 
 
 
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.
 
  BASSETT FURNITURE INDUSTRIES, INCORPORATED
     
Date: March 13, 2025 By:/s/ J. Michael Daniel  
  J. Michael Daniel  
  Title:      Senior Vice President - Chief Financial Officer