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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): January 15, 2025

PURE CYCLE CORPORATION

(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of incorporation)

0-8814

    

84-0705083

(Commission File Number)

(IRS Employer Identification No.)

34501 East Quincy Avenue, Building 1, Suite D, Watkins, CO 80137

(Address of principal executive offices) (Zip Code)

Registrant’s telephone, including area code

(303) 292-3456

N/A

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock 1/3 of $.01 par value

PCYO

The NASDAQ Stock Market

(Title of each class)

(Trading Symbol(s))

(Name of each exchange on which registered)

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 (see General Instruction A.2. below):

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. 

This current report on Form 8-K is filed by Pure Cycle Corporation (the “Registrant”), a Colorado corporation, in connection with the matters described herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Registrant held its annual meeting of shareholders on January 15, 2025.  Holders of 24,074,631 shares of common stock outstanding as of the record date on November 15, 2024, were entitled to vote at the meeting, of which 21,184,129 shares, or 87.99% 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.

 

 

 

Broker

 

For

Withheld

Non-Votes

Mark W. Harding

14,231,085

411,366

6,541,678

Patrick J. Beirne

14,224,960

417,491

6,541,678

Wanda J. Abel

11,957,968

2,684,483

6,541,678

Frederick A. Fendel III

14,230,043

412,408

6,541,678

Susan D. Heitmann

14,459,221

183,230

6,541,678

Daniel R. Kozlowski

13,914,105

728,346

6,541,678

Jeffrey G. Sheets

13,752,460

889,991

6,541,678

2.For the ratification of the appointment of Forvis Mazars, LLP as the Registrant’s independent registered public accounting firm for the 2025 fiscal year.

For

Against

Abstain

Broker

Non-Votes

20,999,347

50,968

133,814

-

3.For the approval, on an advisory basis, of executive compensation.

For

Against

Abstain

Broker

Non-Votes

14,390,793

86,194

165,464

6,541,678

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 17, 2025

   

PURE CYCLE CORPORATION

By:

/s/ Marc Spezialy

Marc Spezialy

Vice President and Chief Financial Officer