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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

astc20221115_8kimg001.jpg
 
Astrotech Corporation
 
(Exact Name of Registrant as Specified in Charter)
 

 
Delaware
 
 001-34426
 
91-1273737
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
   
2105 Donley Drive, Suite 100, Austin, Texas
 
78758
(Address of Principal Executive Offices)
 
(Zip Code)
 
(512) 485-9530
Registrants 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):
 
 
 
Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
 
 
Pre-commencement communication 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, $0.001 par value per share
 
ASTC
 
NASDAQ Stock Market, LLC
 
 
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:
 
Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Thomas B. Pickens III
 
20,226,565
 
3,572,995
 
10,883,368
Daniel T. Russler, Jr.
 
12,608,314
 
11,191,246
 
10,883,368
Tom Wilkinson
 
14,349,314
 
9,450,246
 
10,883,368
Jim Becker
 
14,769,284
 
9,030,276
 
10,883,368

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:
 
Votes For
 
Votes Against
 
Abstentions
33,205,745
 
1,060,306
 
416,877
 
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:
 
Votes For
 
Votes Against
 
Abstentions
28,731,741
 
5,890,789
 
60,398
 
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.
 
Votes For
 
Votes Against
 
Abstentions
30,819,901
 
3,795,037
 
67,990
 
 

 
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.
 
 
Date:
November 15, 2022
   
       
   
Astrotech Corporation
       
   
By:
/s/ Thomas B. Pickens III
   
Name:
Thomas B. Pickens III
   
Title:
Chairman of the Board and Chief Executive
Officer
 
 
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