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): September 16, 2021
COMPUTER TASK GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
New York | 1-9410 | 16-0912632 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
800 Delaware Avenue, Buffalo, NY | 14209 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (716) 882-8000
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
Common Stock, $.01 par value | CTG | The NASDAQ Stock Market LLC |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 16, 2021, the Company held its annual meeting of shareholders (“Annual Meeting”) via live webcast at which the Company’s shareholders voted on four (4) proposals and cast their votes as described below. The proposals are described in detail in the Company’s proxy statement dated August 19, 2021 which was filed with the Securities and Exchange Commission. The number of shares issued, outstanding and eligible to vote as of the record date of August 6, 2021 was 14,851,874.
Proposal 1: The Election of Directors:
Name of Director | For | Withhold Authority | Broker Non-Votes | |||
Kathryn A. Stein | 9,173,630 | 129,595 | 2,633,399 | |||
Filip J.L. Gydé | 9,159,912 | 143,313 | 2,633,399 | |||
Raj Rajgopal | 9,169,165 | 134,060 | 2,633,399 |
Proposal 2: Non-Binding Approval, on an Advisory Basis of the Company’s Compensation Plan for Named Executives:
For | Against | Abstentions | Broker Non-Votes | |||
7,931,256 | 1,330,779 | 41,190 | 2,633,399 |
Proposal 3: To ratify the appointment of Grant Thornton LLP as the Company’s independent registered accounting firm for the 2021 fiscal year:
For | Against | Abstentions | Broker Non-Votes | |||
11,910,511 | 16,297 | 9,816 | 0 |
Proposal 4: To approve and ratify an amendment and restatement of the Company’s First Employee Stock Purchase Plan:
For | Against | Abstentions | Broker Non-Votes | |||
8,911,468 | 376,178 | 15,578 | 2,633,399 |
2
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.
COMPUTER TASK GROUP, INCORPORATED | ||||||||
Date: September 17, 2021 | By: | /s/ Peter P. Radetich | ||||||
Name: Peter P. Radetich, Senior Vice President & Secretary |