0001628280-19-008214.txt : 20190621 0001628280-19-008214.hdr.sgml : 20190621 20190621140757 ACCESSION NUMBER: 0001628280-19-008214 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190618 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190621 DATE AS OF CHANGE: 20190621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRCO MFG CORPORATION CENTRAL INDEX KEY: 0000751365 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC BUILDING AND RELATED FURNITURE [2531] IRS NUMBER: 951613718 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08777 FILM NUMBER: 19911074 BUSINESS ADDRESS: STREET 1: 2027 HARPERS WAY CITY: TORRANCE STATE: CA ZIP: 90501 BUSINESS PHONE: 3105330474 MAIL ADDRESS: STREET 1: P O BOX 44846 CITY: LOS ANGELES STATE: CA ZIP: 90044 8-K 1 a8k-annualmeetingresults61.htm 8-K Document



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): June 18, 2019
VIRCO MFG. CORPORATION
(Exact name of registrant as specified in charter)
 
Delaware
 
001-8777
 
95-1613718
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
2027 Harpers Way, Torrance, California 90501
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 533-0474
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:
¨ 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))
 
 






Item 5.07 Submission of Matters to a Vote of Security Holders.
    
The Company held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on June 18, 2019. A total of 15,541,956 shares of common stock were entitled to vote, of which 12,437,460 shares were present in person or by proxy at the Annual Meeting. Three items of business were acted upon by the stockholders at the Annual Meeting. The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below:

1.    Stockholders elected Douglas A. Virtue, the Company’s nominee for Class III director, for a term expiring at the 2022 Annual Meeting of Stockholders, with the number of votes cast for and withheld and broker non-votes set forth below:

 
Votes For
Votes Withheld
Broker Non-Votes
Douglas A. Virtue
9,809,555
186,066
2,441,839

2.    Stockholders elected Alexander L. Cappello, the Company’s nominee for Class III director, for a term expiring at the 2022 Annual Meeting of Stockholders, with the number of votes cast for and withheld and broker non-votes set forth below:

 
Votes For
Votes Withheld
Broker Non-Votes
Alexander L. Cappello
8,946,493
1,049,128
2,441,839

3.    Stockholders elected Donald R. Rudkin, the Company’s nominee for Class III director, for a term expiring at the 2022 Annual Meeting of Stockholders, with the number of votes cast for and withheld and broker non-votes set forth below:

 
Votes For
Votes Withheld
Broker Non-Votes
Donald R. Rudkin
7,167,330
2,828,291
2,441,839
    
4.    Stockholders approved the Company’s 2019 Omnibus Equity Incentive Plan, with the number of votes cast for and withheld and broker non-votes set forth below:

Votes For
Votes Against
Abstain
Non Votes
6,861,631
1,694,798
1,439,192
2,441,839

5.     Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2020 by the following vote:

Votes For
Votes Against
Abstain
Non Votes
10,210,767
1,873,758
352,935
---

    


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.





 
VIRCO MFG. CORPORATION
 
Date: June 18, 2019
By:
/s/ Robert A. Virtue
 
Name:
Robert A. Virtue
 
Title:
Chief Executive Officer and Chairman of the Board of Directors