UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 5.07 | Submission of matter to a Vote of Security Holders. |
On September 10, 2025, the Company held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). Only shareholders of record as of the close of business on July 28, 2025, were entitled to vote at the Annual Meeting. As of the record date, 2,431,278 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. 1,949,760 shares of common stock of the Company were represented at the Annual Meeting, in person or by proxy, constituting a quorum. The proposals presented to the Company’s shareholders at the Annual Meeting are described in detail in the Company’s Proxy Statement. The final results for each proposal are set forth below.
Proposal I – Election of four (4) Class I Directors nominated by the Board to serve one-year terms until the Company’s 2026 Annual Meeting and until their respective successors are duly elected and qualified
The four (4) nominees who received the highest number of votes (all of the below individuals) were elected to the board of directors to hold office for a one-year term and until their respective successors are elected and qualified. The shareholders voted to elect the following directors by the votes indicated below:
| Nominee | For | Withheld | Broker Non-Votes | |||
| Eric C. Hugel | 1,390,791 | 24,492 | 534,477 | |||
| Michael E. Rosenfeld | 1,392,314 | 22,969 | 534,477 | |||
| John P. Spiezio | 1,390,791 | 24,492 | 534,477 | |||
| Brian J. Glenn | 1,390,791 | 24,492 | 534,477 |
Proposal 1 – Election of three (3) Class II Directors nominated by the Board to serve two-year terms until the Company’s 2027 Annual Meeting and until their respective successors are duly elected and qualified
The three (3) nominees who received the highest number of votes (all of the below individuals) were elected to the board of directors to hold office for a one-year term and until their respective successors are elected and qualified. The shareholders voted to elect the following directors by the votes indicated below:
| Nominee | For | Withheld | Broker Non-Votes | |||
| David Offerman | 1,390,691 | 24,592 | 534,477 | |||
| Allen Gottlieb | 1,154,352 | 260,931 | 534,477 | |||
| Gerald Chafetz | 1,154,352 | 260,931 | 534,477 |
Proposal III – Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers
The shareholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and contained in the Company’s Proxy Statement, by the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 1,388,953 | 25,444 | 886 | 534,477 |
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Proposal IV – Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers
The shareholders recommended, on a non-binding advisory basis, that the frequency of future shareholder votes on the compensation of the Company’s named executive officers, as required by Section 14A(a)(2) of the Exchange Act, occur annually, by the votes set forth in the table below:
| Every One Year | Every Two Years | Every Three Years | Abstain | Broker Non-Votes | ||||
| 1,390,530 | 5 | 8,212 | 16,536 | 534,477 |
In accordance with the results of the advisory vote, the Board of Directors has determined that the Company will hold a non-binding advisory vote on the compensation of the Company’s named executive officers every year.
Proposal v – Ratification of Selection of Independent Registered Public Accounting Firm
The shareholders voted to ratify the appointment of CBIZ CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026, by the following votes:
| For | Against | Abstain | ||
| 1,947,851 | 1,905 | 4 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is attached to this Current Report on Form 8-K:
| Exhibit Number | Exhibit Title or Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| IEHC Corporation | ||
| By: /s/Subrata Purkayastha | ||
| Name: Subrata Purkayastha | ||
| Title: Chief Financial Officer | ||
| Date: September 15, 2025 |
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