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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 24, 2023
 
Safeguard Scientifics, Inc.
(Exact Name of registrant as Specified in Charter)
 
 
Pennsylvania
1-5620
23-1609753
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer ID No.)
 
150 N. Radnor Chester Rd., STE F-200
Radnor, PA
19087
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code: 610-293-0600
 
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 pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock ($.10 par value)
SFE
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.
 
The Annual Meeting of Safeguard Scientifics, Inc. (the “Company”) was held on May 24, 2023. As of the Record Date of March 22, 2023, there were 16,262,973 shares of common stock outstanding and entitled to notice of, and to vote at, the Annual Meeting. The matters voted upon at the Annual Meeting and the results of the voting are set forth below.
 
Proposal I – Election of Directors
 
Shareholders approved the election of four directors to serve as directors for a one-year term to expire at the 2024 Annual Meeting.  The voting results for this proposal are as follows:
 
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Ross D. DeMont
7,746,103
2,555,052
3,175,282
Russell D. Glass
7,393,035
2,908,120
3,175,282
Joseph M. Manko, Jr.
8,507,740
1,793,415
3,175,282
Beth S. Michelson
7,845,165
2,455,990
3,175,282
 
Proposal II – Advisory Vote Concerning Executive Compensation of the Named Executive Officers
 
Shareholders approved, on an advisory basis, the Company’s compensation of its named executive officers, as disclosed in the Compensation Discussion and Analysis and Executive Compensation sections of the Company’s 2023 Annual Meeting Proxy Statement. The voting results for this proposal are as follows:
 
Votes For Votes Against Abstain Broker Non-Votes
8,413,899 1,786,864 100,392 3,175,282
 
Proposal III – Advisory Vote on Frequency of Future Advisory Votes Concerning Executive Compensation of the Named Executive Officers
 
Shareholders approved, on an advisory basis, the Company’s proposal to hold future advisory votes on executive compensation of the named executed officers annually.  In accordance with the Board of Director’s recommendation and the outcome of this advisory vote, the Company intends to hold the next advisory vote on the compensation of its named executive officers at the Company’s 2024 Annual Meeting. The voting results for this proposal are as follows:
 
One Year Two Years Three Years Abstain Broker-Non-Votes
9,843,572 9,217 337,288 111,078 3,175,282
 
Proposal IV– Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2023
 
Shareholders ratified the appointment of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for its 2023 fiscal year.  The voting results for this proposal are as follows:
 
Votes For Votes Against Abstain Broker Non-Votes
13,327,530 29,005 119,902 ---   
 
2
 
 
ITEM 9.01.
Financial Statements and Exhibits.
 
(d)
Exhibits.
104
Cover Page Interactive Data File (formatted as Inline XBRL).
 
3
 
 
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.
 
 
Safeguard Scientifics, Inc.
  
       
       
Date: May 25, 2023
By:
/s/ G. Matthew Barnard
  
 
Name:           G. Matthew Barnard
  
 
Title:             General Counsel
  
     
 
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