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): October 31, 2023

 

Mill City Ventures III, Ltd.

(Exact name of registrant as specified in its charter)

 

Minnesota

 

001-41472

 

90-0316651

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

1907 Wayzata Boulevard, Suite 205

Wayzata, MN 55391

(Address of principal executive offices)

 

(952) 479-1923

(Registrant's telephone number, including area code)

 

N/A

 (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))

 

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 October 31, 2023, Mill City Ventures III, Ltd. held its 2023 annual meeting of shareholders.  At that meeting, the company’s shareholders approved the proposals listed below. The final voting results for each proposal are set forth in the following tables. Each of the proposals is described in detail in the company’s related proxy statement.

 

 

1.

To elect five members to the Board of Directors, each to serve for a one-year term:

 

Name

Votes For

Votes Against

Abstentions

Broker Non-Votes

Lyle A. Berman

3,747,140

0

25,422

0

Joseph A. Geraci, II

3,747,806

0

24,756

0

Howard P. Liszt

3,456,979

0

315,583

0

Douglas M. Polinsky

3,760,830

0

11,732

0

Laurence S. Zipkin

3,760,799

0

11,763

0

 

 

2.

To approve, on an advisory basis, the compensation paid to the company’s named executives:

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

3,469,344

301,573

1,645

0

 

 

3.

To approve, on an advisory basis, the frequency with which the company’s shareholders will provide an advisory vote on the compensation paid to the company’s named executives:

 

Votes for 1 Year

Votes for 2 Years

Votes For 3 Years

Abstentions

Broker Non-Votes

1,730,713

135,154

1,906,093

602

0

 

As indicated above, the company’s shareholders voted for an advisory vote on named executive officer compensation to be held every three years, consistent with the recommendation of the company’s Board of Directors. Accordingly, the company has determined to hold an advisory vote on the compensation paid to its named executives every three years.

 

 

2

 

 

SIGNATURE

 

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.

 

 

Mill City Ventures III, Ltd.

    
Date: November 6, 2023By:/s/ Joseph A. Geraci, II

 

 

Joseph A. Geraci, II

 
  

Chief Financial Officer

 

 

 

3

 

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Cover
Oct. 31, 2023
Cover [Abstract]  
Entity Registrant Name Mill City Ventures III, Ltd.
Entity Central Index Key 0001425355
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Oct. 31, 2023
Entity File Number 001-41472
Entity Incorporation State Country Code MN
Entity Tax Identification Number 90-0316651
Entity Address Address Line 1 1907 Wayzata Boulevard
Entity Address Address Line 2 Suite 205
Entity Address City Or Town Wayzata
Entity Address State Or Province MN
Entity Address Postal Zip Code 55391
City Area Code 952
Local Phone Number 479-1923
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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