UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 12, 2022, the Registrant held its annual shareholders’ meeting, during which Wanda J. Abel was elected to serve on the Registrant’s board of directors (the “Board”). Ms. Abel is replacing Mr. Arhur Epker, who did not stand for re-election. Mr. Epker’s decision not to stand for re-election was not the result of a disagreement with the Registrant on any matter relating to the Registrant’s operations, policies or practices. The Registrant is excited to welcome Ms. Abel to its board and is thankful for the years of service provided by Mr. Epker and his valuable guidance and knowledge will be missed.
The Board has determined that Ms. Abel is independent under the rules of The NASDAQ Stock Market. There is no arrangement or understanding Ms. Abel and any other person pursuant to which they were selected to serve as a director. Additionally, there are no related party transactions involving the Registrant and Ms. Abel that the Registrant would be required to report pursuant to Item 404(a) of Regulation S-K.
Following the annual meeting the Board updated the membership and chairmanship of its Board committees:
Fiscal 2022 Board and Committee Membership | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Director | Audit Committee | Compensation Committee | Nominating Committee | ||||||||||
Patrick Beirne (1) | X | — | — | ||||||||||
Peter Howell | Chair | — | — | ||||||||||
Wanda Abel | — | — | Chair | ||||||||||
Jeffrey Sheets | — | X | X | ||||||||||
Frederick Fendel III | X | X | — | ||||||||||
Daniel Kozlowski | — | Chair | X | ||||||||||
| (1) | Mr. Beirne was elected chairperson of the Board. |
A copy of the news release announcing the Board appointment is attached hereto as Exhibit 99.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Registrant held its annual meeting of shareholders on January 12, 2022. Holders of 23,918,827 shares of common stock outstanding on November 15, 2021, were entitled to vote at the meeting, of which 20,229,717 shares, or 84.57% of those entitled to vote, were present in person or by proxy at the meeting. The results of the matters voted upon and approved at the meeting are as follows:
| 1. | Election of directors. |
For | Withheld | Broker Non-Votes | |
Mark W. Harding | 12,539,377 | 964,164 | 6,726,176 |
Patrick J. Beirne | 13,039,993 | 463,548 | 6,726,176 |
Wanda J. Abel | 12,542,856 | 960,685 | 6,726,176 |
Frederick A. Fendel III | 11,824,824 | 1,678,717 | 6,726,176 |
Peter C. Howell | 12,960,675 | 542,866 | 6,726,176 |
Daniel R. Kozlowski | 12,660,232 | 843,309 | 6,726,176 |
Jeffrey G. Sheets | 12,043,702 | 1,459,839 | 6,726,176 |
| 2. | For the ratification of the appointment of Plante & Moran PLLC as the Registrant’s independent registered public accounting firm for the 2022 fiscal year. |
For | Against | Abstain | Broker Non-Votes |
19,846,679 | 32,837 | 350,201 | 0 |
| 3. | For the approval, on an advisory basis, of executive compensation. |
For | Against | Abstain | Broker Non-Votes |
12,790,930 | 370,442 | 342,169 | 6,726,176 |
.
Item 7.01 Regulation FD Disclosure
On January 14, 2022, the Registrant issued a press release announcing the appointment of Wanda J. Abel to the Board of Directors. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information contained in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1 is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in the press release shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. |
| Description |
99.1 104 | Press Release dated January 14, 2022 Cover Page Interactive Data File (formatted as inline XBRL). * |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 14, 2022
| PURE CYCLE CORPORATION | ||
By: | /s/ Kevin B. McNeill | ||
Kevin B. McNeill | |||
Vice President and Chief Financial Officer | |||