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0000806172
SONO TEK CORP
0000806172
2023-11-16
2023-11-16
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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): November 16, 2023
Sono-Tek Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 000-16035
New York |
|
14-1568099 |
(State of Incorporation) |
|
(I.R.S. Employer ID No.) |
|
|
|
2012 Route 9W, Milton, New York |
|
12547 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (845)
795-2020
Check appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligations of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under 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, $0.01 par value per share |
SOTK |
NASDAQ |
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 5.02: Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 16, 2023, the Board of Directors
(the “Board”) of Sono-Tek Corporation (the “Company”) adopted a Clawback Policy (the “Clawback Policy”),
with an effective date of October 2, 2023, in order to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange
Act”), Rule 10D-1 of the Exchange Act and the listing standards adopted by the Nasdaq Stock Market.
The Clawback Policy provides for the mandatory
recovery of erroneously awarded incentive-based compensation from current and former executive officers (as defined in the Clawback Policy)
of the Company in the event that the Company is required to prepare an accounting restatement.
The foregoing description of the Clawback Policy is a summary only and is qualified in
its entirety by reference to the full text of the Clawback Policy, a copy of which is attached to this Current Report on Form 8-K as Exhibit
10.1 and is incorporated herein by reference.
Item 9.01: Financial Statements and Exhibits.
(d) Exhibits
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.
SONO-TEK CORPORATION
By: /s/ Stephen J. Bagley
Stephen J. Bagley
Chief Financial Officer
November 17, 2023
Exhibit 10.1
Sono-Tek Corporation
Incentive Compensation Clawback Policy
(Effective Date: October 2, 2023)
The purpose of the Sono-Tek Corporation Incentive Compensation
Clawback Policy (this “Policy”) is to provide for the recovery of certain Incentive-Based Compensation in the event
of an Accounting Restatement. This Policy is intended to comply with, and to be administered and interpreted consistent with, Section
10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange
Act (“Rule 10D-1”), and Listing Rule 5608 adopted by the Nasdaq Stock Market LLC (“Nasdaq”) (the
“Listing Standards”). Unless otherwise defined in this Policy, capitalized terms shall have the meanings set forth
in the Appendix attached hereto.
| 2. | Policy for Recovery of Erroneously Awarded Compensation |
In the event of an Accounting Restatement, it is the Company's
policy to recover reasonably promptly the amount of any Erroneously Awarded Compensation Received during the Recovery Period.
This Policy applies to Incentive-Based Compensation Received
by an Executive Officer (i) on or after October 2, 2023 and after such individual began service as an Executive Officer, (ii) if that
person served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation, and (iii) while
the Company had a listed class of securities on a national securities exchange.
| 4.1. | This Policy shall be administered by the Compensation Committee, except that the Board may determine to
act as the administrator or designate another committee of the Board to act as the administrator with respect to any portion of this Policy
other than Section 4.3 (the “Administrator”). The Administrator is authorized to interpret and construe this Policy
and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. |
| 4.2. | The Company is authorized to take appropriate steps to implement this Policy and may effect recovery hereunder
by: (i) requiring payment to the Company, (ii) set-off, (iii) reducing compensation, or (iv) such other means or combination of means
as the Administrator determines to be appropriate. |
| 4.3. | The Company need not recover Erroneously Awarded Compensation if and to the extent that the Compensation
Committee or a majority of the independent members of the Board determines that such recovery is impracticable and not required under
Rule 10D-1 and the Listing Standards, including if the Compensation Committee or a majority of the independent members of the Board determines
that: (i) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered after making
a reasonable attempt to recover, (ii) recovery would violate home country law adopted prior to November 28, 2022, after obtaining the
opinion of home country counsel, or (iii) recovery would likely cause an otherwise tax-qualified broad-based retirement plan to fail the
requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder. |
| 4.4. | The Administrator may require each Executive Officer to sign and return to the Company an Acknowledgment
Form substantially in the form attached to this Policy as Exhibit A or in such other form determined by the Administrator, pursuant
to which the Executive Officer agrees to be bound by, and comply with, the terms of this Policy. |
| 4.5. | Any determinations made by the Administrator under this Policy shall be final and binding on all affected
individuals and need not be uniform among affected individuals. |
| 5. | Other Recovery Rights; Company Claims |
Any right of recovery pursuant to this Policy is in addition
to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law or pursuant
to the terms of any compensation recovery policy in any employment agreement, plan or award agreement, or pursuant to the terms of any
other compensation recovery policy of the Company. Nothing contained in this Policy and no recovery hereunder shall limit any claims,
damages, or other legal remedies the Company may have against an individual arising out of or resulting from any actions or omissions
by such individual.
| 6. | Reporting and Disclosure |
The Company shall file all disclosures with respect to this
Policy in accordance with the requirements of federal securities laws.
| 7. | Indemnification Prohibition |
Notwithstanding the terms of any indemnification or insurance
policy or any contractual arrangement that may be interpreted to the contrary, the Company shall not indemnify any Executive Officer with
respect to amount(s) recovered under this Policy or claims relating to the enforcement of this Policy, including any payment or reimbursement
for the cost of third-party insurance purchased by such Executive Officer to fund potential clawback obligations hereunder.
The Board or the Compensation Committee may amend or terminate
this Policy from time to time in its discretion as it deems appropriate and shall amend this policy as it deems necessary to comply with
applicable law or any rules or standards adopted by a national securities exchange on which the Company's securities are listed; provided,
however, that no amendment or termination of this Policy shall be effective to the extent it would cause the Company to violate any federal
securities laws, Securities and Exchange Commission rule or the rules or standards of any national securities exchange on which the Company's
securities are listed.
This Policy shall be binding and enforceable against all individuals
who are or were Executive Officers and their beneficiaries, heirs, executors, administrators, or other legal representatives.
This Policy was approved on November 16, 2023 and is effective
only for Incentive-Based Compensation Received on or after the Nasdaq Effective Date.
APPENDIX
Definitions: For purposes of this Policy, the
following terms shall have the meanings set forth below:
“Accounting Restatement” means an accounting
restatement of the Company's financial statements due to the Company's material noncompliance with any financial reporting requirement
under the securities laws, including any accounting restatement required to correct an error in previously issued financial statements
that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected
in the current period or left uncorrected in the current period.
“Administrator” has the meaning set forth
in Section 4.1 hereof.
“Board” means the Company's Board of Directors.
“Company” means Sono-Tek Corporation, a New York corporation,
and its affiliates.
“Compensation Committee” means the Compensation Committee of
the Board.
“Erroneously Awarded Compensation” means
the amount, as determined by the Administrator, of Incentive-Based Compensation received by an Executive Officer that exceeds the amount
of Incentive-Based Compensation that would have been received by the Executive Officer had it been determined based on the restated amounts.
For Incentive-Based Compensation based on stock price or total shareholder return (“TSR") the Administrator will determine
the amount based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive-Based
Compensation was received, and the Company will maintain documentation of the determination of that reasonable estimate and provide the
documentation to Nasdaq. In all cases, the amount to be recovered will be calculated without regard to any taxes paid by the Executive
Officer with respect of the Erroneously Awarded Compensation.
“Executive Officers” means the Company's
current and former executive officers as determined by the Administrator in accordance with Rule 10D-1 and the Listing Standards. Generally,
Executive Officers include any executive officer designated by the Board as an "officer" under Rule 16a-1(f) under the Exchange
Act.
“Financial Reporting Measure” means (i)
any measure that is determined and presented in accordance with the accounting principles used in preparing the Company's financial statements
and any measure derived wholly or in part from such a measure, and (ii) any measure based wholly or in part on the Company's stock price
or total shareholder return. A Financial Reporting Measure need not be presented within the Company's financial statements or included
in a filing with the Securities and Exchange Commission.
“Incentive-Based Compensation” means any
compensation granted, earned, or vested based in whole or in part on the Company's attainment of a Financial Reporting Measure. Incentive-Based
Compensation is deemed to be “Received" for purposes of this Policy in the fiscal period during which the Financial
Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of such Incentive-Based
Compensation occurs after the end of that period.
“Nasdaq Effective Date” shall mean October 2, 2023.
“Recovery Period” means the three completed
fiscal years immediately preceding the date that the Company is required to prepare the applicable Accounting Restatement and any “transition
period” as described under Rule 10D-1 and the Listing Standards. For purposes of this Policy, the “date that the Company
is required to prepare the applicable Accounting Restatement” is the earlier to occur of (i) the date the Board, a committee
of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or
reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator,
or other legally authorized body directs the Company to prepare an Accounting Restatement.
Exhibit A
Sono-Tek Corporation
Incentive Compensation Clawback Policy
ACKNOWLEDGEMENT FORM
I, the undersigned, acknowledge and affirm that I have received
and reviewed a copy of the Sono-Tek Corporation Incentive Compensation Clawback Policy, and agree that: (i) I am and will continue to
be subject to the Sono-Tek Corporation Incentive Compensation Clawback Policy, as amended from time to time (the “Policy”),
(ii) the Policy will apply to me both during and after my employment with the Company, and (iii) I will abide by the terms of the Policy,
including, without limitation, by promptly returning any Erroneously Awarded Compensation to the Company to the extent required by, and
in a manner determined by the Administrator and permitted by, the Policy. In the event of any inconsistency between the Policy and the
terms of any employment agreement or offer letter to which I am a party, or the terms of any compensation plan, program, or agreement
under which any compensation has been granted, awarded, earned or paid, the terms of the Policy shall govern.
Capitalized terms used but not otherwise defined in this Acknowledgement Form shall
have the meanings ascribed to such terms in the Policy.
________________________________
Signature
________________________________
Print Name
________________________________
Date
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