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): August 30, 2024

MESA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)

Colorado
(State or other jurisdiction of
incorporation)

0-11740

(Commission File Number)

84-0872291
(I.R.S. Employer
Identification No.)

12100 West Sixth Avenue,

Lakewood, Colorado
(Address of principal executive offices)

80228

(Zip Code)

Registrant’s telephone number, including area code: 303-987-8000

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 under Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered

Common Stock, no par value	MLAB	The Nasdaq Stock Market LLC

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 August 30, 2024, Mesa Laboratories, Inc. (“Mesa” or the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). Holders of 5,409,163 shares of Mesa’s common stock were entitled to vote, of which 5,096,365 shares were represented in person or by proxy at the Annual Meeting.

The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the Company’s proxy statement for the Annual Meeting, are as follows:

Proposal 1 – Election of directors

Each of John J. Sullivan, Gary M. Owens, Shannon M. Hall, Jenny S. Alltoft, Shiraz S. Ladiwala, R. Tony Tripeny, and Mark Capone was elected to the board of directors of Mesa to hold office for a one-year term, until the 2025 annual meeting of shareholders.

	For		Withheld		Broker Non-Votes
John J. Sullivan, Ph.D.		4,759,234		81,652		255,479
Gary M. Owens		4,732,565		108,321		255,479
Shannon M. Hall		4,727,530		113,356		255,479
Jennifer S. Alltoft		4,667,909		172,977		255,479
Shiraz S. Ladiwala		4,818,063		22,823		255,479
R. Tony Tripeny		4,812,667		28,219		255,479
Mark Capone		4,832,466		8,420		255,479

Proposal 2 – Ratification of the selection by our Audit Committee of RSM US LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025

The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending March 31, 2025 was approved:

For		Against		Abstain		Broker Non-Votes
4,992,593		103,362		410		--

Proposal 3 – Approval on a non-binding basis of the compensation of Mesa’s named executive officers

The compensation of the Company’s named executive officers, as disclosed in the proxy statement, was approved on a non-binding advisory basis.

For		Against		Abstain		Broker Non-Votes
4,581,083		226,773		33,030		255,479

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: August 30, 2024		Mesa Laboratories, Inc.
		(Registrant)


	BY:	/s/ Gary M. Owens
		Gary M. Owens
		President and Chief Executive Officer

Document And Entity Information	Aug. 30, 2024
Document Information [Line Items]
Entity, Registrant Name	MESA LABORATORIES, INC.
Document, Type	8-K
Document, Period End Date	Aug. 30, 2024
Entity, Incorporation, State or Country Code	CO
Entity, File Number	0-11740
Entity, Tax Identification Number	84-0872291
Entity, Address, Address Line One	12100 West Sixth Avenue
Entity, Address, City or Town	Lakewood
Entity, Address, State or Province	CO
Entity, Address, Postal Zip Code	80228
City Area Code	303
Local Phone Number	987-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	MLAB
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000724004