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PESI Perma-Fix Environmental Services

Filed: 22 Jul 21, 11:00am

 

 

 

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) July 20, 2021

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

 

(Exact name of registrant as specified in its charter)

 

Delaware 1-11596 58-1954497
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

8302 Dunwoody Place, Suite 250, Atlanta, Georgia 30350
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (770) 587-9898

 

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
  
[  ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act
  
[  ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
  
[  ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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, Par Value, $.001 Per Share PESI NASDAQ Capital Markets

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 July 20, 2021, Perma-Fix Environmental Services, Inc. (“the Company”) held its 2021 annual meeting of stockholders (the “2021 Annual Meeting”).

 

As of the record date for the 2021 Annual Meeting, 12,180,614 shares of the Company’s common stock, par value $.001 per share (“Common Stock”), were outstanding, each entitled to one vote per share. Of such outstanding shares of Common Stock, 8,740,200 shares were present at the meeting in person or by proxy, representing approximately 71.76% of the Company’s securities entitled to vote.

 

At the 2021 Annual Meeting, stockholders (1) reelected the Company’s eight directors; (2) approved the Fifth Amendment to the Company’s 2003 Outside Directors Stock Plan; (3) ratified the appointment of Grant Thornton, LLP, as the Company’s independent registered public accounting firm for the 2021 fiscal year; and (4) approved, by non-binding advisory vote, the 2020 compensation of the Company’s named executive officers.

 

The final results of each of the proposals voted on by the Company’s stockholders are described below:

 

Proposal No. 1—Election of Directors:

 

  Votes  Votes 
Proposal For  Withhold 
Election of Eight (8) Directors:        
Thomas P. Bostick  5,460,276   460,074 
Dr. Louis F. Centofanti  5,647,403   272,947 
Kerry C. Duggan  5,445,607   474,743 
Joseph T. Grumski  5,433,472   486,878 
Joe R. Reeder  4,425,395   1,494,955 
Larry M. Shelton  5,655,762   264,588 
Zach P. Wamp  5,639,484   280,866 
Mark A. Zwecker  4,230,024   1,690,326 

 

There were 2,819,850 broker non-votes for each nominee. The election of directors was determined by a plurality of the votes cast at the meeting. Accordingly, withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on the proposal to elect directors. Each nominee was reelected as a director of the Company, to serve until the Company’s next annual meeting of stockholders or until their respective successors are duly elected and qualified.

 

Proposal No. 2—Approval of the Fifth Amendment to the Company’s 2003 Outside Directors Stock Plan:

 

Votes For  Votes Against  Votes Abstention 
 5,372,957   300,903   246,490 

 

There were 2,819,850 broker non-votes on this matter. The affirmative vote of the holders of a majority of the votes cast at the meeting was necessary to approve the Fifth Amendment to the Company’s 2003 Outside Directors Stock Plan. Withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on this proposal.

 

 

 

 

Proposal No. 3—Ratification of the Appointment of Grant Thornton, LLP as the Independent Registered Public Accounting Firm of the Company for the 2021 Fiscal Year:

 

Votes For  Votes Against  Votes Abstention 
 8,732,219   2,325   5,656 

 

There were no broker non-votes on this matter. The affirmative vote of the holders of a majority of the votes cast at the meeting was necessary to ratify the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm. Withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on this proposal.

 

Proposal No. 4—Approval, by an Advisory (Non-Binding) Vote, of the 2020 Compensation of the Company’s Named Executive Officers:

 

Votes For  Votes Against  Votes Abstention 
 5,550,152   321,549   48,649 

 

There were 2,819,850 broker non-votes on this matter. The affirmative vote of the holders of a majority of the votes cast at the meeting was necessary to approve the advisory vote on executive compensation. Withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on this proposal.

 

Item 8.01 – Other Events

 

Board of Director Committees (“Board Committees”)

On July 20, 2021, the Company’s Board of Directors (“the Board”) approved the following revision to the composition of the Board Committees.

 

Corporate Governance and Nominating Committee

Joe Reeder – Chairman

Thomas Bostick

Kerry Duggan

Zach Wamp

 

Kerry Duggan became a member of the Corporate Governance and Nominating Committee. The Board has determined that Kerry Duggan is independent under the NASDAQ listing requirements.

 

Strategic Advisory Committee

Dr. Louis Centofanti – Chairman

Kerry Duggan

Joe Reeder

Mark Zwecker

 

Kerry Duggan replaced Larry Shelton as a member of the Strategic Advisory Committee.

 

No changes were made to the composition of the Audit Committee and the Compensation and Stock Option Committee.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 PERMA-FIX ENVIRONMENTAL SERVICES, INC.
   
 By:/s/ Ben Naccarato
  Ben Naccarato
Dated: July 22, 2021 Executive Vice President and Chief Financial Officer