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