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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 15, 2024

 

_______________________________

 

United-Guardian, Inc.

(Exact name of registrant as specified in its charter)

 

_______________________________

 

Delaware 001-10526 11-1719724
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

230 Marcus Boulevard

Hauppauge, New York 11788

(Address of Principal Executive Offices) (Zip Code)

 

(631) 273-0900

(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:

 

☐ 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, $0.10 par value per share UG NASDAQ Global Market

 

 

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 15, 2024, United-Guardian, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Meeting”), the Company’s stockholders voted on the following proposals and the inspector of election certified the vote tabulations indicated below.

 

The voting results for each of the proposals submitted to a vote of the stockholders of the Company were as follows:

 

1. The individuals listed below were elected to serve on the Company’s Board of Directors until the next annual meeting of stockholders or until their respective successors are elected and qualified.

 

  For Against Abstained Broker Non-Votes
Ken Globus 2,385,320 374,345 6,238 874,593
Lawrence F. Maietta 2,293,141 466,229 6,533 874,593
Arthur M. Dresner 2,605,762 154,014 6,127 874,593
Andrew A. Boccone 2,656,431 102,489 6,983 874,593
S. Ari Papoulias 2,658,220 97,068 10,615 874,593
Catherine Kolinski 2,718,647 43,484 3,772 874,593

 

2. A proposal to approve the frequency of future votes on executive compensation on a non-binding advisory basis. The frequency of “Every year” was approved.

 

Every year Every 2 years Every 3 years Abstained Broker Non-Votes
2,644,983 32,358 74,272 14,290 874,593

 

 

3. A proposal to approve executive compensation on a non-binding advisory basis. This proposal was approved.

 

For Against Abstained Broker Non-Votes
2,556,806 173,892 35,205 874,593

 

 

4. A proposal to ratify the appointment of Grassi & Co., CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. This proposal was approved.

 

For Against Abstained
3,607,807 16,190 16,499

 

 

 

 

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 thereunto duly authorized.

 

  UNITED-GUARDIAN, INC.
     
  By: /s/ Donna Vigilante
  Name: Donna Vigilante
Date: May 17, 2024 Title: President

 

 

 

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May 15, 2024
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Entity File Number 001-10526
Entity Registrant Name United-Guardian, Inc.
Entity Central Index Key 0000101295
Entity Tax Identification Number 11-1719724
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 230 Marcus Boulevard
Entity Address, City or Town Hauppauge
Entity Address, State or Province NY
Entity Address, Postal Zip Code 11788
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Title of 12(b) Security Common Stock, $0.10 par value per share
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