UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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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.
(e)(i) Grant of Non-Executive Director Equity Compensation
On April 28, 2022, pursuant to the recommendation and advice of the Compensation Committee of the Board of the Company (the “Compensation Committee”), the Board approved the equity compensation component of the annual compensation package for the non-executive directors of the Company for the calendar year 2022 (the “Award”). The Award consists of the following grants of Restricted Stock Units (“RSUs”) to the respective non-executive director under the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) which are subject to the vesting schedule as set forth below and to the terms and conditions set forth in the Company’s Form of Restricted Stock Unit Award Agreement, a copy which was previously filed as Exhibit 10.2 to Form 8-K filed with the Securities and Exchange Commission on May 4, 2021, and is incorporated herein by reference to this Form 8-K.
| Non-Executive Director | No. of RSUs* | Vesting Schedule | ||
| Lisa Walters-Hoffert | 17,793 | One (1) year from date of grant | ||
| Dale Robinette | 17,793 | One (1) year from date of grant | ||
| Cheemin Bo-Lynn | 17,793 | One (1) year from date of grant | ||
| Michael Johnson | 17,793 | One (1) year from date of grant |
| * | Based on an aggregate grant date value of $50,000 divided by $2.81 per share, which was the 10-day volume weighted average price on April 28, 2022, the date of the Company’s Annual Meeting of Stockholders and date of grant by the Board. |
The other components of the annual compensation package for non-executive directors for calendar year 2022 were reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 21, 2022.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 28, 2022, the Company held its Annual Meeting of Stockholders. As of the record date of March 3, 2022, 15,992,080 shares of the Company’s Common Stock were outstanding and entitled to vote. Of this amount, 9,015,609.53 shares, representing approximately 56.38% of the total number of shares of Common Stock entitled to vote, were represented in person or by proxy, constituting a quorum. Set forth below are the voting results from the proposals presented for a stockholder vote at such meeting, each of which received a sufficient number of votes to pass.
| 1. | The individuals listed below were elected to serve as directors of the Company until the next annual meeting of stockholders or until their respective successors are duly elected and qualified: |
| FOR | WITHHELD | BROKER NON-VOTE | ||||||||||
| Ronald F. Dutt | 6,516,110.53 | 42,649 | 2,456,850 | |||||||||
| Michael Johnson | 6,515,921.53 | 42,838 | 2,456,850 | |||||||||
| Lisa Walters-Hoffert | 6,513,674.53 | 45,085 | 2,456,850 | |||||||||
| Dale Robinette | 5,792,741.53 | 766,018 | 2,456,850 | |||||||||
| Cheemin Bo-Linn | 6,517,146.53 | 41,613 | 2,456,850 | |||||||||
| 2. | A proposal to ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 8,676,760.53 | 328,780 | 10,069 | - | |||||||||||
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SIGNATURES
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.
| Flux Power Holdings, Inc. | ||
| a Nevada corporation | ||
| By: | /s/ Ronald F. Dutt | |
| Ronald F. Dutt, Chief Executive Officer | ||
| Dated: May 3, 2022 | ||
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