false PERMA FIX ENVIRONMENTAL SERVICES INC 0000891532 0000891532 2024-07-18 2024-07-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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) July 18, 2024

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

 

Delaware   001-11596   58-1954497
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

8302 Dunwoody Place, Suite 250, Atlanta, Georgia   30350
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (770) 587-9898

 

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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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, $.001 Per Share   PESI   Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 July 18, 2024, Perma-Fix Environmental Services, Inc. (“the Company”) held its 2024 annual meeting of stockholders (the “2024 Annual Meeting”).

 

As of the record date for the 2024 Annual Meeting, 15,788,386 shares of the Company’s common stock, par value $.001 per share (“Common Stock”), were outstanding, each entitled to one vote per share. Of such outstanding shares of Common Stock, 11,895,952 shares were present at the meeting in person or by proxy, representing approximately 75.35% of the Company’s securities entitled to vote.

 

At the 2024 Annual Meeting, stockholders (1) reelected the Company’s nine directors; (2) ratified the appointment of Grant Thornton, LLP, as the Company’s independent registered public accounting firm for the 2024 fiscal year; and (3) approved, by non-binding advisory vote, the 2023 compensation of the Company’s named executive officers.

 

The final results of each of the proposals voted on by the Company’s stockholders are described below:

 

Proposal No. 1—Election of Directors:

 

       Votes 
Proposal  Votes For   Withhold 
Election of Eight (9) Directors:          
Thomas P. Bostick   6,464,871    533,015 
Dr. Louis F. Centofanti   6,649,232    348,654 
Mark J. Duff   6,712,785    285,101 
Kerry C. Duggan   6,472,038    525,848 
Joseph T. Grumski   6,640,422    357,464 
Joe R. Reeder   6,097,452    900,434 
Larry M. Shelton   6,595,490    402,396 
Zach P. Wamp   6,463,558    534,328 
Mark A. Zwecker   6,311,331    686,555 

 

There were 4,898,066 broker non-votes for each nominee. The election of directors was determined by a plurality of the votes cast at the meeting. Accordingly, withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on the proposal to elect directors. Each nominee was reelected as a director of the Company, to serve until the Company’s next annual meeting of stockholders or until their respective successors are duly elected and qualified.

 

Proposal No. 2—Ratification of the Appointment of Grant Thornton, LLP as the Independent Registered Public Accounting Firm of the Company for the 2024 Fiscal Year:

 

Votes For  Votes Against  Votes Abstention 
11,877,887  6,874  11,191 

 

There were no broker non-votes on this matter. The affirmative vote of the holders of a majority of the votes cast at the meeting was necessary to ratify the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm. Withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on this proposal.

 

 
 

 

Proposal No. 3—Approval, by an Advisory (Non-Binding) Vote, of the 2023 Compensation of the Company’s Named Executive Officers:

 

Votes For  Votes Against  Votes Abstention 
5,765,235  633,690  598,961 

 

There were 4,898,066 broker non-votes on this matter. The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on this matter was necessary to approve the advisory vote on executive compensation. Broker non-votes were not treated as entitled to vote on this matter, and therefore had no effect on this proposal.

 

Item 9.01 – Financial Statements and Exhibits

 

(d) Exhibits

 

  Exhibit Number   Description
       
  104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    PERMA-FIX ENVIRONMENTAL SERVICES, INC.
       
    By: /s/ Ben Naccarato
      Ben Naccarato
Dated: July 19, 2024   Executive Vice President and Chief Financial Officer

 

 

 

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Entity File Number 001-11596
Entity Registrant Name PERMA FIX ENVIRONMENTAL SERVICES INC
Entity Central Index Key 0000891532
Entity Tax Identification Number 58-1954497
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 8302 Dunwoody Place
Entity Address, Address Line Two Suite 250
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
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City Area Code (770)
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Title of 12(b) Security Common Stock, Par Value, $.001 Per Share
Trading Symbol PESI
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