STCN Steel Connect Inc

 

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

 

July 29, 2024

Date of Report (date of earliest event reported)

 

Steel Connect, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-35319		04-2921333
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

590 Madison Avenue, 32nd Floor, New York New York		10022
(Address of Principal Executive Offices)		(Zip Code)

 

(914) 461-1276

Registrant’s telephone number, including area code

 

Not Applicable

(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 (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))

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		STCN		Nasdaq Capital Market
Rights to Purchase Series D Junior Participating Preferred Stock		--		Nasdaq Capital Market

 

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 July 29, 2024, Steel Connect, Inc., a Delaware corporation (the “Company”), convened its virtual annual meeting of stockholders of the Company (the “Annual Meeting”) at 12:00 p.m., Eastern Time.

 

At the close of business on June 5, 2024, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 6,304,750 outstanding shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) entitled to one vote per share. In addition, as of the record date, there were 35,000 shares of Series C preferred stock (the “Series C Preferred Stock”) and 3,500,000 shares of Series E preferred stock (the “Series E Preferred Stock”) outstanding, convertible into 1,913,265 and 19,809,785 shares of Common Stock, respectively, and the holders thereof were entitled to vote the Series C Preferred Stock and Series E Preferred Stock, as applicable, on each matter brought before the Annual Meeting on an as-converted basis together with the holders of the Common Stock (i.e., the 35,000 shares of Series C Preferred Stock and 3,500,000 shares of Series E Preferred Stock had the same voting power as 1,913,265 and 19,809,785 shares of Common Stock, respectively). In aggregate, as of the record date, there were 28,027,800 voting interests of shares of Common Stock constituting all of the outstanding voting securities of the Company.

 

The total number of shares of Common Stock (including those entitled to vote on an as-converted basis) that voted in person or by proxy at the Annual Meeting was 25,658,285, representing approximately 91.5% of the 28,027,800 shares of capital stock outstanding and entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business.

 

The results of the stockholder vote on each proposal brought before the Annual Meeting were as follows:

 

Proposal No. 1-Election of Directors. Stockholders elected each of the following directors to serve in Class III until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified.

 

Nominee		For		Withheld		Broker Non-Votes
Jeffrey J. Fenton		24,317,681		497,973		842,631
Jeffrey S. Wald		24,306,634		509,020		842,631
Renata Simril		24,326,366		489,288		842,631

 

Proposal No. 2-Advisory Vote to Approve Executive Compensation. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

 

For		Against		Abstain		Broker Non-Votes
24,560,694		112,803		142,157		842,631

 

Proposal No. 3-Advisory Vote to Approve the Frequency of the Vote on Executive Compensation. Stockholders approved, on an advisory basis, the frequency of one year for future advisory votes on the compensation of the Company’s named executive officers.

 

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
24,646,322		3,006		6,736		159,590		842,631

 

Proposal No. 4-Ratification of Independent Registered Public Accounting Firm. Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year.

 

For		Against		Abstain
25,650,331		3,052		4,902

 

 

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.

 

Date: July 29, 2024

Steel Connect, Inc.

 

	By:	/s/ Ryan O’Herrin
	Name:	Ryan O’Herrin
	Title:	Chief Financial Officer

 

 

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v3.24.2

Cover	Jul. 29, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 29, 2024
Entity File Number	001-35319
Entity Registrant Name	Steel Connect, Inc.
Entity Central Index Key	0000914712
Entity Tax Identification Number	04-2921333
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	590 Madison Avenue
Entity Address, Address Line Two	32nd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	914
Local Phone Number	461-1276
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.01 par value
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	STCN
Security Exchange Name	NASDAQ
Rights to Purchase Series D Junior Participating Preferred Stock
Title of 12(b) Security	Rights to Purchase Series D Junior Participating Preferred Stock
Trading Symbol	None
Security Exchange Name	NASDAQ

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