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 12, 2017

Servotronics, Inc.

(Exact name of registrant as specified in its charter.)

Commission File Number: 001-07109

Delaware	16-0837866
(State or other jurisdiction	(IRS Employer
of incorporation)	Identification No.)

1110 Maple Street

Elma, New York 14059-0300

(Address of principal executive offices, including zip code)

(716) 655-5990

(Registrant's telephone number, including area code)

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 2.02           Results of Operations and Financial Condition

On May 12, 2017 Servotronics, Inc. (the “Company”) issued a press release announcing its financial results for the period ended March 31, 2017. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information set forth in Items 2.02 and 9.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 5.02           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 12, 2017, the Board of Directors of the Company approved the 2016 bonus amounts for the Company’s executive officers. In accordance with Instruction 1 to Item 402(c)(2)(iii) and (iv) of Regulation S-K, set forth below are the bonus amounts and total compensation for each named executive officer in the Summary Compensation Table on page 12 of the 2017 Proxy Statement, as recalculated to include the value of the 2016 bonus amounts.

Named Executive Officer	Year	Bonus		Total Compensation
Dr. Nicholas D. Trbovich	2016	$	70,000	$	796,882
Kenneth D. Trbovich	2016	$	60,000	$	472,964
Salvatore SanFilippo	2016	$	35,000	$	252,721

Item 5.07           Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders held on May 12, 2017, the shareholders of the Company (i) elected the six director nominees; and (ii) ratified the appointment of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for the 2017 fiscal year.

The results of the voting for the six director nominees were as follows:

Name	For		Withhold Authority		Broker Non-Votes
Mr. Jason T. Bear		1,394,945.2429		100,671.0793		640,545.4335
Mr. Edward C. Cosgrove		1,202,987.2429		292,629.0793		640,545.4335
Mr. Lucion P. Gygax		1,453,422.2429		42,194.0793		640,545.4335
Mr. Christopher M. Marks		1,483,391.2429		12,225.0793		640,545.4335
Mr. Kenneth D. Trbovich		1,206,910.2429		288,706.0793		640,545.4335
Dr. Nicholas D. Trbovich		1,206,910.2429		289,560.0793		640,545.4335

The results of the voting for the ratification of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for the 2017 fiscal year were as follows:

For		Against		Abstentions
	2,093,398.803		6,216		5,485.2425

Item 7.01           Regulation FD Disclosure

On May 16, 2017 the Company issued a press release announcing that its Board of Directors declared a $0.15 per share cash dividend. The dividend will be paid on July 14, 2017 to shareholders of record on June 30, 2017. This dividend does not represent that the Company will pay dividends on a regular or scheduled basis. The press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

The information set forth in Items 7.01 and 9.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01           Financial Statements and Exhibits

(d)	Exhibits:
99.1	Press Release dated May 12, 2017
99.2	Press Release dated May 16, 2017

Signature(s)

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.

Date: May 16, 2017

Servotronics, Inc.
By:	/s/Lisa F. Bencel, Chief Financial Officer
	Lisa F. Bencel
	Chief Financial Officer

EX-99.1

Exhibit 99.1

 

1110 Maple Street  ¨ P.O. Box 300 ¨ Elma, New York 14059-0300  ¨ 716-655-5990 ¨ FAX 716-655-6012

May 12, 2017	SERVOTRONICS, INC. ANNOUNCES
	FIRST QUARTER RESULTS
	FOR THE PERIOD ENDED MARCH 31, 2017

Elma, NY – Servotronics, Inc. (NYSE MKT – SVT) a designer and manufacturer of servo-control components and other advanced technology products announced financial results for the period ended March 31, 2017.

Revenues for the quarter were $9,103,000, approximately a 2% increase from $8,947,000 for the same period of 2016. The increase in revenue is the result of increases in commercial shipments at the ATG and increased government shipments at the CPG offset by decreases in revenue from CPG domestic and international commercial channels. Net income was $26,000 (or $0.01 per share Basic and $0.01 Diluted) for the first quarter ended March 31, 2017 compared to net income of $258,000 (or $0.12 per share Basic and $0.11 Diluted) for the comparable period ended March 31, 2016.

“The increase in revenues for the first quarter were driven by our Advanced Technology Group (ATG), which saw a 4.4% increase compared to last year, offset by our Consumer Products Group (CPG), resulting is nearly a 2% increase overall,” commented Kenneth Trbovich, President of Servotronics, Inc. “Our first quarter results were negatively impacted by higher labor costs and general inefficiencies associated with hiring and training employees to meet the demands of increased production. Despite these challenges, we are continuing our efforts to ensure that our labor and material costs meet our expectations.”

The Company is composed of two groups – the ATG and the CPG. The ATG primarily designs, develops and manufactures servo controls and other components for various commercial and government applications (i.e., aircraft, jet engines, missiles, manufacturing equipment, etc.). The CPG designs and manufactures cutlery, bayonets, pocket knives, machetes and combat knives, survival, sporting, agricultural knives and other edged products for both commercial and government applications.

FORWARD-LOOKING STATEMENTS

Certain paragraphs of this release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, such as those pertaining to the Company's planned growth efforts and expectation of new business and success in its entry into new product programs. Forward-looking statements involve numerous risks and uncertainties. The Company derives a material portion of its revenue from contracts with agencies of the U.S. Government or their prime contractors. The Company's business is performed under fixed price contracts and the following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: uncertainties in today's global economy and global competition, difficulty in predicting defense appropriations, the vitality and ability of the commercial aviation industry to purchase new aircraft, the willingness and ability of the Company's customers to fund long-term purchase programs, market demand and acceptance both for the Company's products and its customers' products which incorporate Company-made components and the ability of the Company to successfully execute its strategic plans. The success of the Company also depends upon the trends that affect the national and international economy. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management's analysis only as of the date hereof. The Company assumes no obligation to update forward-looking statements.

SERVOTRONICS, INC. (SVT) IS LISTED ON NYSE MKT

EX-99.2

Exhibit 99.2

 

1110 Maple Street ¨ P.O. Box 300 ¨ Elma, New York 14059-0300 ¨ 716-655-5990 ¨ FAX 716-655-6012

May 16, 2017

SERVOTRONICS, INC. (NYSE MKT– SVT)

DECLARES CASH DIVIDEND OF $0.15 PER SHARE

Servotronics, Inc. (NYSE MKT– SVT), today announced that its Board of Directors declared a $0.15 per share cash dividend.  The dividend will be paid on July 14, 2017 to shareholders of record on June 30, 2017. This dividend does not represent that the Company will pay dividends on a regular or scheduled basis.

The Company is composed of two groups – the Advanced Technology Group (ATG) and the Consumer Products Group (CPG). The ATG primarily designs, develops and manufactures servo control and other components for various commercial and government applications (i.e., aircraft, jet engines, missiles, manufacturing equipment, etc.). The CPG designs and manufactures cutlery, bayonets, machetes and combat, survival, sporting, agricultural, and pocket knives for both commercial and government applications.

SERVOTRONICS, INC. (SVT) IS LISTED ON NYSE MKT