lrad20180320_8k.htm

 

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): March 20, 2018

 

LRAD Corporation

(Exact name of registrant as specified in its charter)

 

          Delaware          

        000-24248       

     87-0361799     

(State or Other Jurisdiction of

Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

16990 Goldentop Road, Suite A

San Diego, California 92127

 

(Address of Principal Executive Offices)

____________________

 

858-676-1112

(Registrant’s telephone number, including area code)

 

N/A

(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 240.14.a-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 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.

 

LRAD Corporation (the “Company”) held its Annual Meeting of Stockholders on March 20, 2018. The following is a brief description of each matter voted upon at the 2018 Annual Meeting, as well as the number of votes cast for, against or withheld as to each matter and the number of abstentions and broker non-votes with respect to each matter:

 

Election of Directors:

 

The six individuals listed below were elected at the 2018 Annual Meeting to serve for a one-year term on the Company’s Board of Directors:

 

 

Number of Shares

Number of Shares

Nominee

Voted For

Withheld

Scott L. Anchin

14,650,059

197,950

Laura M. Clague

14,792,115

55,894

John G. Coburn

14,669,512

178,497

Richard S. Danforth

14,624,896

223,113

Daniel H. McCollum

14,647,682

200,327

Richard H. Osgood III

14,657,935

190,074

 

Ratification of Independent Registered Public Accounting Firm:

 

The ratification of the appointment of Squar Milner LLP as the Company’s independent registered public accounting firm for the fiscal year ended September 30, 2018 was approved by the following votes:

 

For

Against

Abstain

24,646,772

26,240

115,535

 

Advisory Vote on the Compensation of the Company’s Named Executive Officers:

 

The compensation of the Company’s named executive officers as described in its Proxy Statement was approved, on an advisory, non-binding basis, by the following votes:

 

For

Against

Abstain

Broker Non-Votes

13,941,185

659,066

247,758

9,940,538

       

Advisory Vote on the Frequency of the Advisory Vote on the Compensation of our Named Executive Officers:

 

The stockholders, voted on an advisory, non-binding basis, that the frequency of the advisory vote on compensation of named executive officers should be as follows:

 

One Year

Two Years

Three Years

Abstain

14,220,541

42,691

419,187

165,590

 

 

Consistent with the votes cast with respect to this matter, the Company’s board of directors has determined to hold an advisory vote on compensation of named executive officers every year.

 

 

 

 

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.

 

Date: March 21, 2018    

 

LRAD Corporation

 

 

 

 

 

 

By:

/s/ Dennis D. Klahn

 

 

 

Dennis D. Klahn

 

 

 

Chief Financial Officer