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): May 3, 2023

 

Universal Stainless & Alloy Products, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-39467		25-1724540
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

600 Mayer Street, Bridgeville, Pennsylvania		15017
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (412) 257-7600

 

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.):

 

☐	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))

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

 

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share		USAP		The Nasdaq Stock Market, LLC
Preferred Stock Purchase Rights				The Nasdaq Stock Market, LLC

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 5.07.

Submission of Matters to a Vote of Security Holders

On May 3, 2023, Universal Stainless & Alloy Products, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Below are the voting results for each matter submitted for a vote of the Company’s stockholders at the Annual Meeting:

 

1.	Election of Directors:

 

NAME		FOR		WITHHELD		BROKER NON-VOTES
Dennis M. Oates		4,727,885		214,205		2,382,421
Christopher L. Ayers		4,090,934		851,156		2,382,421
Judith L. Bacchus		4,767,517		174,573		2,382,421
M. David Kornblatt		4,153,419		788,671		2,382,421
Udi Toledano		4,136,960		805,130		2,382,421

 

2.	Advisory, non-binding resolution to approve the compensation of the Company’s named executive officers:

 

FOR		AGAINST		ABSTENTIONS		BROKER NON-VOTES
4,555,299		167,476		219,315		2,382,421

3.    Advisory, non-binding resolution to recommend the frequency of advisory, non-binding stockholder votes to approve the compensation of the Company’s named executive officers:

 

ONE YEAR		TWO YEARS		THREE YEARS		ABSTENTIONS		BROKER NON-VOTES
3,996,312		116,220		675,613		153,945		2,382,421

In accordance with the recommendation of the Company’s Board of Directors on this matter and these voting results, the Company has determined to hold an advisory, nonbinding vote to approve the compensation of the Company’s named executive officers each year until the next stockholder vote on the frequency of such advisory, non-binding votes. A stockholder vote on the frequency of such advisory, non-binding votes is required to be held at least once every six years.

 

4.	Ratification of the appointment of Schneider Downs & Co., Inc. as the Company’s independent registered public accountants for 2023:

 

FOR		AGAINST		ABSTENTIONS
7,111,814		135,928		76,769

 

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.

 

Dated: May 5, 2023