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
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(Address of principal executive offices)
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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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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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:
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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 (§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
The Company held its Annual Meeting of Stockholders on August 1, 2025. The final results of the voting for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:
Proposal No. 1.
The Board of Directors’ nominees were elected to serve as directors until the next Annual Meeting or until each of their respective successors is duly elected and qualified by the votes set forth below:
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| For |
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| Withheld |
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Ashley B. Smith |
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| 2,894,321 |
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| 9,367 |
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James Russell Bruner |
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| 2,586,256 |
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| 317,432 |
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Matthew I. Smith |
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| 2,801,623 |
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| 102,065 |
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Read Van de Water |
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| 2,798,223 |
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| 105,465 |
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Richard Gerhardt |
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| 2,613,505 |
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| 290,183 |
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Proposal No. 2.
The Stockholders ratified the selection of BDO USA, LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2025 by the votes set forth below:
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| Against |
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| Abstain |
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| 3,084,712 |
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| 27,376 |
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| 367,000 |
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Proposal No. 3.
The Stockholders approved an advisory vote on executive compensation for named executive officers by the votes set forth below:
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| Abstain |
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| 3,045,521 |
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| 13,362 |
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| 6,832 |
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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.
Date: August 6, 2025 |
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| SMITH-MIDLAND CORPORATION |
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| By: | /s/ Dominic L. Hunter |
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| Dominic L. Hunter Chief Financial Officer |
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