UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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| of incorporation) | File Number) | Identification No.) | ||
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including
area code)
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):
Securities registered pursuant to Section 12(b) of the Act:
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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 20, 2025, Precision Optics Corporation, Inc. (the “Company” or “we”) held our annual meeting of stockholders. Proxies were solicited pursuant to our definitive proxy statement filed on April 9, 2025 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934. The number of shares of common stock that voted on matters presented at the annual meeting was 6,053,101, representing approximately 78.95% of the 7,666,247 shares common stock outstanding as of the March 31, 2025, the record date for the annual meeting. At the annual meeting, stockholders considered and voted on the following proposals, each of which is described in more detail in the proxy statement.
Proposal 1 – Election of Directors
Peter H. Woodward, Andrew J. Miclot, Buell G. Duncan, Joseph P. Pelegrino, Jr., and Joseph N. Forkey were each duly elected as our directors. The results of the elections were as follows:
| NOMINEE | FOR | AGAINST | ABSTAIN/WITHHELD | BROKER NON-VOTES |
| Peter H. Woodward | 4,068,644 | 0 | 308,472 | 1,675,985 |
| Andrew J. Miclot | 4,053,215 | 0 | 323,901 | 1,675,985 |
| Buell G. Duncan | 4,373,775 | 0 | 3,341 | 1,675,985 |
| Joseph P. Pellegrino, Jr. | 4,371,399 | 0 | 5,717 | 1,675,985 |
| Joseph N. Forkey | 3,818,972 | 0 | 558,144 | 1,675,985 |
Proposal 2 – Advisory Vote on Executive Compensation
Our stockholders voted upon and approved, on an advisory basis, the compensation paid to our Named Executive Officers (as that term is defined in our 2024 Proxy Statement) for the fiscal year ended June 30, 2024. The votes on this proposal were as follows:
| FOR | AGAINST | ABSTAIN/WITHHELD | BROKER NON-VOTES |
| 3,695,951 | 140,657 | 540,508 | 1,675,985 |
Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm
Our stockholders voted upon and approved the ratification of the appointment of Stowe & Degon, LLC to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2025. The votes on this proposal were as follows:
| FOR | AGAINST | ABSTAIN/WITHHELD | BROKER NON-VOTES |
| 6,050,388 | 333 | 2,380 | 0 |
| 2 |
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.
| PRECISION OPTICS CORPORATION, INC. | ||
| Dated: May 23, 2025 | By: | /s/ Joseph N. Forkey |
| Name: Joseph N. Forkey Title: President | ||
| 3 |
Cover |
May 20, 2025 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 20, 2025 |
| Entity File Number | 001-10647 |
| Entity Registrant Name | PRECISION OPTICS CORPORATION, INC. |
| Entity Central Index Key | 0000867840 |
| Entity Tax Identification Number | 04-2795294 |
| Entity Incorporation, State or Country Code | MA |
| Entity Address, Address Line One | 22 East Broadway |
| Entity Address, City or Town | Gardner |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 01440 |
| City Area Code | (978) |
| Local Phone Number | 630-1800 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common stock, par value $0.01 per share |
| Trading Symbol | POCI |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |