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): December 10, 2020

Registrant’s Telephone Number, Including Area Code: (503) 227-7908

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:

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.

At the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Schmitt Industries, Inc. (the “Company”), held on December 10, 2020, the shareholders of the Company elected Steven Strom and Lillian Tung as directors of the Company. As the Company’s shareholders did not approve the amendment of the Company’s Second Restated Articles of Incorporation to declassify the Company’s board of directors, each elected director will serve a three-year term, until the 2023 annual meeting of the Company and until their successors are duly elected and qualified. The shareholders also (i) approved, on a non-binding advisory basis, the compensation of the Company’s executive officers and (ii) ratified the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for fiscal year 2021.

At the Annual Meeting, 3,272,851 shares of common stock, which represented 87.17% percent of the 3,754,145 total shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy which constituted a quorum.

The final votes for each proposal presented to the Company’s shareholders at the Annual Meeting were as follows:

Election of Directors.

Declassification of Board of Directors.

Advisory Vote on Executive Compensation.

Ratification of Appointment of Independent Registered Public Accounting Firm.

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.