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 30, 2019
NRC GROUP HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38119 | 81-4838205 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
952 Echo Lane, Suite 460 Houston, Texas |
77024 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (832) 767-4749
Not Applicable
(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)) |
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, par value $0.0001 per share | NRCG | NYSE American |
| Warrants to purchase Common Stock | NRCG.WS | NYSE American |
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 May 30, 2019, NRC Group Holdings Corp. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). During the Annual Meeting, the Company’s stockholders were asked to consider and vote upon the election of three Class I directors to the Board of Directors to serve for a three-year term, which expires at the annual meeting of stockholders in 2022.
On the record date of April 8, 2019, there were 36,902,544 shares of the Company’s common stock issued and outstanding and entitled to be voted at the Annual Meeting. For the proposal, the result of the stockholder voting was as follows:
|
Votes
For |
Votes
Withheld |
Broker
Non-Votes |
||||||||||
| 1. Election of director nominees to serve as Class I directors for a three-year term, which expires at the annual meeting of stockholders in 2022 | ||||||||||||
| Michael J. Bayer | 27,845,858 | 6,800 | 0 | |||||||||
| Donald Glickman | 26,415,656 | 1,437,002 | 0 | |||||||||
| Glenn M. Shor | 26,410,445 | 1,442,213 | 0 | |||||||||
| 1 |
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.
| NRC GROUP HOLDINGS CORP. | |
| Date: May 30, 2019 | By: /s/ Joseph Peterson |
| Name: Joseph Peterson | |
| Title: Chief Financial Officer | |
| 2 |