UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 16, 2022, Optex Systems Holdings, Inc., a Delaware corporation (the “Company”), held its 2022 annual meeting of shareholders (the “Meeting”). As of the record date for the Meeting, 8,455,620 shares of common stock were issued and outstanding. A total of 6,920,808 shares of common stock, constituting a quorum, were present or represented by proxy at the Meeting. At the Meeting, the Company’s shareholders voted on the following proposals:
| 1. | To elect four nominees to the Company’s board of directors, each for a term expiring at the next annual meeting of shareholders, and until his successor has been duly elected and qualified: |
| Director | For | Withhold | Broker Non-Votes | |||||||||
| Danny R. Schoening | 4,279,380 | 58,693 | 2,582,735 | |||||||||
| Lawrence F. Hagenbuch | 4,281,389 | 56,684 | 2,582,735 | |||||||||
| Dale E. Lehmann | 4,276,780 | 61,293 | 2,582,735 | |||||||||
| R. Rimmy Malhotra | 4,273,589 | 64,484 | 2,585,735 | |||||||||
| 2. | To ratify the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 2, 2022: |
| For | Against | Abstain | ||||||||
| 6,862,587 | 53,417 | 4,804 | ||||||||
| 3. | To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 5,154,698 | 27,674 | 222,386 | 1,516,050 | |||||||||||
| 4. | To provide an advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers: |
| 3 years | 2 years | 1 year | Abstain | Broker Non-Votes | ||||||||||||||
| 3,490,549 | 151,276 | 598,671 | 97,577 | 2,582,735 | ||||||||||||||
As a result, all four director nominees to the Company’s board of director were elected, proposals 2 and 3 were approved, and the shareholders voted to hold the advisory vote on compensation of the Company’s named executive officers every three years. Accordingly, the Company has decided to hold the advisory vote on compensation of its named executive officers every three years.
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.
| Optex Systems Holdings, Inc. | ||
| (Registrant) | ||
| By: | /s/ Karen Hawkins | |
| Karen Hawkins | ||
| Title: | Chief Financial Officer | |
Date: February 21, 2022