UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC
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): December 8, 2020
TRIO-TECH
INTERNATIONAL
(Exact Name of Registrant as
Specified in Its Charter)
California
(State or Other Jurisdiction of
Incorporation)
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1-14523
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95-2086631
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(Commission File
Number)
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(IRS Employer Identification
No.)
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Block
1008 Toa Payoh North, Unit 03-09
Singapore
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318996
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(Address of Principal Executive
Offices)
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(Zip Code)
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(656) 265
3300
(Registrant’s Telephone
Number, Including Area Code)
_________________________________________________________________________________________
(Former Name or Former
Address, if Changed Since Last Report)
Securities registered or to be
registered pursuant to Section 12(b) of the
Act:
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Title of each
class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Stock, no par
value
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TRT
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NYSE American
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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 (17 CFR 230.405) or Rule 12b2 of the
Securities Exchange Act of 1934 (17 CFR 240.12b2) 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.
The Annual
Meeting of Shareholders for Trio-Tech International, Inc. (the
“Company”) was held on December 8, 2020. At the
meeting, the Company’s shareholders voted on (1) the election
of directors, (2) approval of the amendment to the 2017 Directors
Equity Incentive Plan to increase the number of shares of Common
Stock authorized for issuance thereunder from 300,000 shares to
600,000 shares.
The voting
results on these proposals were as follows:
Proposal 1.
Election of directors.
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For
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Withheld
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Broker
Non-Votes
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Jason Adelman
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2,686,631
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127,138
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896,786
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Richard Horowitz
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2,681,144
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132,625
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896,786
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A. Charles
Wilson
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2,124,362
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689,407
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896,786
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S. W. Yong
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2,419,691
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394,078
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896,786
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Victor Ting
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2,419,701
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394,068
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896,786
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All of the
Company’s nominees were elected, with each nominee receiving
a plurality of the votes cast.
Proposal 2.
Approval of the amendment to the 2017 Directors Equity Incentive
Plan to increase the number of shares of Common Stock authorized
for issuance thereunder from 300,000 shares to 600,000
shares.
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Votes
For
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Against
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Abstain
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Broker
Non-Votes
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2,415,592
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392,859
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902,104
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0
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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.
Date:
December 11,
2020
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TRIO-TECH
INTERNATIONAL
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By: /s/ VICTOR H.M.
TING
Name: Victor H.M.
Ting,
Title: Vice
President and
Chief Financial
Officer
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