0001437749-23-018253.txt : 20230623 0001437749-23-018253.hdr.sgml : 20230623 20230623155214 ACCESSION NUMBER: 0001437749-23-018253 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230623 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20230623 DATE AS OF CHANGE: 20230623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perma-Pipe International Holdings, Inc. CENTRAL INDEX KEY: 0000914122 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 363922969 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32530 FILM NUMBER: 231037533 BUSINESS ADDRESS: STREET 1: 24900 PITKIN ROAD STREET 2: SUITE 309 CITY: SPRING STATE: TX ZIP: 77386 BUSINESS PHONE: 2815986222 MAIL ADDRESS: STREET 1: 24900 PITKIN ROAD STREET 2: SUITE 309 CITY: SPRING STATE: TX ZIP: 77386 FORMER COMPANY: FORMER CONFORMED NAME: MFRI INC DATE OF NAME CHANGE: 19970402 FORMER COMPANY: FORMER CONFORMED NAME: MIDWESCO FILTER RESOURCES INC DATE OF NAME CHANGE: 19970402 8-K 1 ppih20221212_8k.htm FORM 8-K ppih20221212_8k.htm

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 22, 2023

 

PERMA-PIPE INTERNATIONAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

001-32530

36-3922969

(State or other jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

 

24900 Pitkin Road, Spring, Texas 77386

(Address of principal executive offices, including zip code)

 

(847) 966-1000

(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:

 

 

 

[ ] 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

Common Stock, $.01 par value per share

PPIH

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company 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 5.07

Submission of Matters to a Vote of Security Holders.

 

On June 22, 2023, Perma-Pipe International Holdings, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below is information regarding the results of the matters voted on by the Company’s stockholders at the Annual Meeting.

 

Proposal 1.     Elect five directors to hold office until the Company’s 2024 Annual Meeting of Stockholders and until their successors are otherwise duly elected and qualified:

 

Director Nominee

Votes For

Votes Against

Abstentions

Broker Non-Votes

Cynthia A. Boiter

3,660,038

118,085

781

538,516

David B. Brown

3,652,485

119,593

6,826

538,516

David J. Mansfield

3,675,830

13,133

89,941

538,516
Robert J. McNally 3,638,576 133,502 6,826 538,516

Jerome T. Walker

3,606,512

120,245

52,147

538,516

 

All directors were elected with over 96% of the shares voted at the Annual Meeting voting for their re-election compared to approximately 93% of the shares voted at the 2022 Annual Meeting of Stockholders.

 

Proposal 2.     Advisory vote to approve the compensation of the Company’s named executive officers:

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

3,747,801

18,567

12,536

538,516

 

The Company's proposal regarding the compensation of the named executive officers was approved by over 99% of the shares voted at the Annual Meeting.

 

Proposal 3. Ratify the selection of Grant Thornton LLP ("Grant Thornton") as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024:

 

Votes For

Votes Against

Abstentions

4,298,798

16,294

2,328

 

The Company's proposal regarding the selection of Grant Thornton was approved by over 99% of the shares voted at the Annual Meeting.

 

 

 
 

 

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.

 

   

PERMA-PIPE INTERNATIONAL HOLDINGS, INC.
     

Date: June 23, 2023   

  

By: /s/ D. Bryan Norwood               
   

D. Bryan Norwood
   

Vice President and Chief Financial Officer