Business Context and Reporting Period
This Form 8-K reports the results of the 2026 Annual Meeting of Stockholders for InTest Corporation, held on June 17, 2026. The record date for the meeting was April 20, 2026, with 12,548,356 shares of common stock issued and outstanding entitled to vote. A quorum was established with 9,494,132 shares present in person or by proxy.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting outcomes.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders:
- Election of Directors: All five nominees were elected. Steven J. Abrams, Esq. received the highest number of withheld votes (1,083,857), while Richard Rogoff received the fewest (108,576). Broker non-votes totaled 2,052,365 for all director elections.
- Stock Incentive Plan Amendment: Amendment No. 1 to the 2023 Stock Incentive Plan was approved with 6,760,213 votes for and 283,087 votes against.
- Appointment of Auditors: The ratification of RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, was approved with 9,394,702 votes for and 97,639 votes against.
- Executive Compensation: The advisory vote on the compensation of named executive officers was approved with 6,116,432 votes for and 659,032 votes against.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Verify the specific terms of Amendment No. 1 to the 2023 Stock Incentive Plan to understand the scope of the approved changes.
- Review the proxy statement for the 2026 Annual Meeting to analyze the rationale behind the significant number of withheld votes for director Steven J. Abrams, Esq.
- Confirm the engagement letter details with RSM US LLP for the fiscal year ending December 31, 2026.
- Check subsequent filings for the official appointment of the newly elected directors and any changes to the board composition.