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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): March
5, 2019
BK Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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001-32644
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59-3486297
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(I.R.S. Employer Identification
No.)
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7100 Technology Drive, West Melbourne, FL
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32904
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(321) 984-1414
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 240.14a-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 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
5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
March 5, 2019, the Compensation Committee (the “Compensation
Committee”) of the Board of Directors (the
“Board”) of BK Technologies, Inc. (the
“Company”) approved base salaries as follows: (i)
$275,000 to Timothy A. Vitou, President; (ii) $215,000 to William
P. Kelly, Executive Vice President, Chief Financial Officer and
Secretary; (iii) $215,000 to Randy Willis, Chief Operating Officer;
and (iv) $215,000 to James R. Holthaus, Chief Technology
Officer.
In
addition, on March 5, 2019, the Compensation Committee granted
non-qualified stock options to Messrs. Vitou, Kelly, Willis and
Holthaus to purchase 30,000, 20,000, 20,000 and 20,000 shares,
respectively, of the Company’s common stock, at an exercise
price of $4.07 per share. The stock options have ten-year terms and
become exercisable in five annual installments beginning on the
first anniversary of the grant date. The options are subject to the
terms and conditions of the Company’s 2017 Incentive
Compensation Plan and their respective Stock Option
Agreements.
The
foregoing descriptions of the stock options in this Current Report
on Form 8-K are summaries only, do not purport to be complete, and
are qualified in their entirety to the full text of their
respective agreements, a form of which has been previously filed
with the Securities and Exchange Commission.
Item
8.01 Other
Events.
The
Board has set May 14, 2019 as the record date for the 2019 Annual
Meeting of Stockholders of the Company (the “Annual
Meeting”) scheduled to take place on July 12, 2019.
Additional information about the Annual Meeting will be included in
the Company’s proxy materials.
SIGNATURE
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.
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BK
TECHNOLOGIES, INC.
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Date: March 7,
2019
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By:
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/s/ William P.
Kelly
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William
P. Kelly |
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Executive Vice
President and Chief Financial Officer
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