Form 8-K - Current report

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 6, 2023

THE LGL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware	001-00106	38-1799862
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2525 Shader Road, Orlando, FL		32804
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (407) 298-2000

(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:

☐	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, par value $0.01	LGL	NYSE American

Warrants to Purchase Common Stock, par value $0.01	LGL WS	NYSE American

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 December 6, 2023, The LGL Group, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”).

The following matters were submitted to a vote of the Company’s stockholders at the Annual Meeting: (i) the election of seven directors to serve until the Company’s 2024 Annual Meeting of Stockholders; (ii) the ratification of the appointment of PKF O'Connor Davies LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and (iii) a non-binding advisory resolution to approve the compensation of the Company’s named executive officers. The three proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on November 7, 2023 (the “Definitive Proxy Statement”).

Each of the three matters submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote of the Company’s stockholders. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable.

1. Election of seven directors to the Board of Directors to serve until the 2024 Annual Meeting of Stockholders:

Nominee	For		Withheld		Broker Non-votes
Marc J. Gabelli		3,010,118		4,494		1,027,571
Timothy Foufas		3,011,409		3,203		1,027,571
Manjit Kalha		2,976,784		37,828		1,027,571
Michael Ferrantino		3,001,060		13,552		1,027,571
Kaan Aslansan		2,983,213		31,399		1,027,571
Herve Francois		3,012,308		2,304		1,027,571
Darlene DeRemer		3,013,284		1,328		1,027,571

2. Ratification of the appointment of PKF O’Connor Davies LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:

For			Against				Abstain				Broker Non-votes
4,030,634				10,694				855				—

3. Approval of an advisory resolution regarding the compensation of the Company’s named executive officers:

For			Against				Abstain				Broker Non-votes
2,972,431				31,564				10,617				1,027,571

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.

December 6, 2023	THE LGL GROUP, INC.


	By:	/s/ James W. Tivy
		Name:	James W. Tivy
		Title:	Chief Accounting Officer

Document And Entity Information	Dec. 06, 2023
Document Information [Line Items]
Entity, Registrant Name	THE LGL GROUP, INC.
Document, Type	8-K
Document, Period End Date	Dec. 06, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-00106
Entity, Tax Identification Number	38-1799862
Entity, Address, Address Line One	2525 Shader Road
Entity, Address, City or Town	Orlando
Entity, Address, State or Province	FL
Entity, Address, Postal Zip Code	32804
City Area Code	407
Local Phone Number	298-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000061004
CommonStockParValue001 Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	LGL
Security Exchange Name	NYSE
WarrantsToPurchaseCommonStockParValue001 Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to Purchase Common Stock, par value $0.01
Trading Symbol	LGL WS
Security Exchange Name	NYSE