Current Report Filing (8-k)
09 October 2021 - 7:03AM
Edgar (US Regulatory)
0001036848
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0001036848
2021-10-08
2021-10-08
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xbrli:shares
iso4217:USD
xbrli:shares
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):
October 8, 2021
AEROCENTURY CORP.
(Exact name of registrant as specified in our charter)
Delaware
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001-13387
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94-3263974
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3000 El Camino Real,
Bldg. 4, Suite 200, Palo Alto, CA
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94306
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(Address of Principal Executive Offices)
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(Zip Code)
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(650) 340-1888
(Registrant’s telephone number, including
area code)
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 (see
General Instruction A.2. below):
☐ 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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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ACY
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NYSE American Exchange
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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. ☐
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Item 5.08
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Shareholder Director Nomination.
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To the extent applicable,
the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
On October 8, 2021, the Board of Directors of AeroCentury
Corp. (the “Company”) determined that the Company’s 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”)
will be held on December 29, 2021, or as otherwise set forth in the Company’s notice and proxy statement for the 2021 Annual Meeting.
Stockholders of record of Company’s common stock at the close of business on November 8, 2021, the planned record date for the 2021
Annual Meeting, will be entitled to notice of, and to vote at, the 2021 Annual Meeting. The Company, however, reserves the right to change
the record date prior to the 2021 Annual Meeting.
Since the date of this year’s
annual meeting has been changed by more than 30 calendar days from the date of the previous year’s annual stockholder meeting, stockholders
of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the 2021 Annual Meeting
pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or pursuant to the Second
Amended and Restated Bylaws must ensure that such proposal is delivered to or mailed to and received by the Company’s Secretary
at AeroCentury Corp., 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA 94306 on or before the close of business on October 18, 2021,
which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials.
Any stockholder who intends
to submit a director nomination or who intends to submit a proposal regarding any other matter of business at the 2021 Annual Meeting
other than in accordance with Rule 14a-8 of the Exchange Act or otherwise must similarly make sure that such nomination or proposal and
related notice, including any notice on Schedule 14N, are delivered to, or mailed and received at, the Company’s principal executive
offices on or before the close of business on October 18, 2021.
In addition to complying with
the October18, 2021 deadline, stockholder director nominations and stockholder proposals intended to be considered for inclusion in the
Company’s proxy materials for the 2021 Annual Meeting must also comply with all applicable Securities and Exchange Commission rules,
including Rule 14a-8 of the Exchange Act, Delaware corporate law and the Company’s Second Amended and Restated Bylaws in order to
be eligible for inclusion in the proxy materials for the 2021 Annual Meeting. Any director nominations and stockholder proposals received
after the October 18, 2021 deadline will be considered untimely and will not be considered for inclusion in the proxy material for the
2021 Annual Meeting nor will it be considered at the 2021 Annual Meeting.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned hereunto
duly authorized.
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AeroCentury Corp.
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By:
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/s/ Yucheng Hu
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Yucheng Hu
Chief Executive Officer
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Dated: October 8, 2021
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