UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 15, 2022
Astrotech Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-34426
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91-1273737
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2105 Donley Drive, Suite 100, Austin, Texas
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78758
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(Address of Principal Executive Offices)
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(Zip Code)
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(512) 485-9530
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 (see General Instruction A.2. below):
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☐
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Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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ASTC
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NASDAQ Stock Market, LLC
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 November 15, 2022, Astrotech Corporation (the “Company”) held its annual meeting of shareholders (the “Meeting”), pursuant to notice duly given, at 2105 Donley Drive, Suite 100, Austin, Texas 78758. Of the 50,630,849 shares of common stock entitled to vote at the Meeting, 34,682,928 shares were present in person or by proxy. The matters voted upon at the Meeting and the results of such voting are set forth below:
Proposal 1 – Election of Directors
By the votes reflected below, our shareholders elected the following individuals to serve as directors to serve for the respective terms prescribed by the Company’s bylaws:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Thomas B. Pickens III
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20,226,565
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3,572,995
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10,883,368
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Daniel T. Russler, Jr.
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12,608,314
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11,191,246
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10,883,368
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Tom Wilkinson
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14,349,314
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9,450,246
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10,883,368
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Jim Becker
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14,769,284
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9,030,276
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10,883,368
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Proposal 2 - Ratification of Selection of Independent Registered Public Accounting Firm
By the votes reflected below, our shareholders ratified the appointment of Armanino, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023:
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Votes For
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Votes Against
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Abstentions
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33,205,745
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1,060,306
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416,877
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Proposal 3 – Approval of Reverse Stock Split
By the votes reflected below, our shareholders approved (a) authorization to our Board of Directors (the “Board”) to effect, in its discretion prior to December 31, 2022, a reverse stock split of all of our issued and outstanding common stock at a specific ratio, ranging from one-for-five to one-for-thirty, with the timing and ratio to be determined by the Board, and (b) a corresponding amendment to the Company’s certificate of incorporation to effect the reverse stock split:
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Votes For
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Votes Against
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Abstentions
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28,731,741
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5,890,789
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60,398
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Proposal 4 – Adjournment to Solicit Additional Proxies
By the votes reflected below, our shareholders approved an adjournment of the Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve Proposal Three; however, an adjournment of the Meeting to a later date is not necessary in light of the approval of Proposal Three.
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Votes For
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Votes Against
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Abstentions
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30,819,901
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3,795,037
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67,990
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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.
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Date:
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November 15, 2022
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Astrotech Corporation
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By:
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/s/ Thomas B. Pickens III
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Name:
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Thomas B. Pickens III
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Title:
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Chairman of the Board and Chief Executive
Officer
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