SCHMITT INDUSTRIES, INC. (NASDAQ:SMIT) Files An 8-K Entry into a Material Definitive Agreement

SCHMITT INDUSTRIES, INC. (NASDAQ:SMIT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Following the authorization to buy up to $2 million of the common stock of Schmitt Industries, Inc. (the “Company”), the Company’s Board of Directors approved and entered into a 10b5-1 plan on November 29, 2019 (the “Plan”). The Plan was adopted under the safe harbor provided by Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended, in order to assist the Company in implementing its stock repurchase plans.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2019 Annual Meeting of Shareholders held on December 5, 2019, the stockholders of the Company elected each of the Company’s directors that had been nominated to serve until the next annual meeting or until their successors are elected and have been qualified. The stockholders also (i) approved the declassification of directors, (ii) approved a non-binding advisory resolution to approve the executive compensation plan, (iii) approved the amendment and restatement of the 2014 Equity Incentive Plan, as amended, (the “2014 Plan”) to increase the shares of common stock issuable under the 2014 Plan from 500,000 to 700,000, (iv) approved an advisory vote for a one-year frequency for shareholder compensation approval, and (v) ratified the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for fiscal year 2020.

At the Meeting, 3,761,675 shares of common stock, which represented 91.7% percent of the 4,102,031 total shares of common stock outstanding and entitled to vote at the Meeting, were present in person or by proxy which constituted a quorum.

Following the annual meeting, in accordance with the advisory vote of the Company’s stockholders, the Company’s Board of Directors voted that the stockholder advisory vote on executive compensation should be held every year.

The final votes for each matter were as follows:

Election of Directors.

  7,331   14,975  

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Schmitt Industries, Inc. designs, manufactures and sells test and measurement products for two main business segments: the Balancer segment and the Measurement segment. The Company operates through two segments: the design and assembly of dynamic balancing systems and components for the machine tool industry (Balancer), and the design and assembly of laser-based test and measurement systems (Measurement). For the Balancer segment, it designs, manufactures and sells computer-controlled vibration detection, balancing and process control systems for the machine tool industry. Under the Measurement segment, the Company through its subsidiary, Schmitt Measurement Systems, Inc., designs, manufactures and sells laser and white light sensors, laser-based micro roughness measurement products, laser-based surface analysis and measurement products, and ultrasonic measurement products. The Company provides sales and service for Europe and Asia through its subsidiary, Schmitt Europe Limited.

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