8-K

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 24, 2023

COMPX INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13905	57-0981653
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5430 LBJ Freeway, Suite 1700, Dallas, Texas		75240-2620
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code

(972) 448-1400

(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):

☐	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(s)	Name of each exchange on which registered
Class A common stock ($.01 par value per share)	CIX	NYSE American

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.

The registrant held its 2023 annual meeting of stockholders on May 24, 2023. At the 2023 annual meeting, the registrant’s stockholders voted on the three proposals described in detail in the registrant’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 11, 2023. Stockholders present at the 2023 annual meeting, either in person or by proxy, represented 96.5% of the 12,307,157 shares eligible to vote at the meeting.

Proposal 1:Election of Directors

The registrant’s stockholders elected Thomas E. Barry, Loretta J. Feehan, Terri L. Herrington, Scott C. James, Kevin B. Kramer, Ann Manix, Michael S. Simmons, and Mary A. Tidlund as directors. Each director nominee received votes “For” his or her election from at least 92.1% of the shares eligible to vote at the annual meeting.

Proposal 2:Say-on-Pay, Nonbinding Advisory Vote Approving Executive Compensation

The registrant’s stockholders adopted a resolution, on a nonbinding advisory basis, approving the compensation of the registrant’s named executive officers as described in the registrant’s 2023 proxy statement. The resolution received the approval from 90.2% of the shares eligible to vote at the annual meeting.

Proposal 3: Say-When-on-Pay, Nonbinding Advisory Vote on the Preferred Frequency of Executive Compensation Votes

The registrant’s stockholders voted, on a nonbinding advisory basis, on the preferred frequency of every year, every other year or every third year for future advisory votes on the named executive officer compensation as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission. An annual vote on such named executive officer compensation received the vote of 95.0% of the shares eligible to vote at the annual meeting. In light of the results of this nonbinding advisory vote, the registrant intends to hold an annual nonbinding advisory vote on such named executive officer compensation until the next required vote on the frequency of stockholder votes on the compensation of executives.

Item 7.01 Regulation FD Disclosure.

The registrant hereby furnishes the information set forth in its press release issued on May 24, 2023, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. The information the registrant furnishes in this report under this Item 7.01, and the exhibit in Item 9.01, is not deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	Item No.	Description
	99.1	Press release dated May 24, 2023 issued by the registrant.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

		COMPX INTERNATIONAL INC.
		(Registrant)
	By:	/s/ Amy A. Samford
		Amy A. Samford
		Executive Vice President and
Date: May 24, 2023		Chief Financial Officer

EX-99.1

COMPX ANNOUNCES REGULAR QUARTERLY DIVIDEND

AND

RESULTS OF THE ANNUAL STOCKHOLDER MEETING

DALLAS, TEXAS . . . May 24, 2023 . . . CompX International Inc. (NYSE American:  CIX) announced today that its board of directors has declared CompX’s regular quarterly dividend of twenty-five cents ($0.25) per share on its class A common stock, payable on June 13, 2023 to stockholders of record at the close of business on June 5, 2023.

CompX also announced that at its annual stockholder meeting held on May 24, 2023, its stockholders:

● elected each of Thomas E. Barry, Loretta J. Feehan, Terri L. Herrington, Scott C. James, Kevin B. Kramer, Ann Manix, Michael S. Simmons and Mary A. Tidlund as a director for a one-year term;

● adopted a resolution that approved, on a nonbinding advisory basis, the compensation of its named executive officers as disclosed in the proxy statement for the 2023 annual stockholder meeting; and

● approved, on a nonbinding advisory basis, an annual nonbinding advisory vote on named executive officer compensation as such compensation is disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission.

CompX is a leading manufacturer of security products and recreational marine components.

* * * *

Investor Relations Contact

Bryan A. Hanley

Senior Vice President and Treasurer

Tel. 972-233-1700

XML

Document and Entity Information	May 24, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 24, 2023
Entity Registrant Name	CompX International Inc.
Entity Incorporation, State or Country Code	DE
Securities Act File Number	1-13905
Entity Tax Identification Number	57-0981653
Entity Address, Address Line One	5430 LBJ Freeway
Entity Address, Address Line Two	Suite 1700
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75240-2620
City Area Code	972
Local Phone Number	448-1400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001049606
Title of 12(b) Security	Class A common stock
Trading Symbol	CIX
Security Exchange Name	NYSEAMER

XML

N-2	May 24, 2023
Cover [Abstract]
Entity Central Index Key	0001049606
Amendment Flag	false
Securities Act File Number	1-13905
Document Type	8-K
Entity Registrant Name	CompX International Inc.
Entity Address, Address Line One	5430 LBJ Freeway
Entity Address, Address Line Two	Suite 1700
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75240-2620
City Area Code	972
Local Phone Number	448-1400
Entity Emerging Growth Company	false