Business Context and Reporting Period
This Form 8-K Current Report from Virco Mfg. Corporation covers events occurring on June 17, 2025, with the report dated June 20, 2025. The filing primarily addresses the results of the 2025 Annual Meeting of Stockholders and a recent executive compensation adjustment.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and personnel matters.
Material Changes and Corporate Actions
Executive Compensation Adjustment
On June 19, 2025, the Compensation Committee approved an increase in the base compensation for Bassey Yau, Senior Vice President and Chief Financial Officer, to $340,000. This adjustment follows her appointment to the role on April 30, 2025.
2025 Annual Meeting Results
The Annual Meeting was held on June 17, 2025. Of 15,738,138 shares entitled to vote, 12,824,228 shares were present in person or by proxy. Two matters were voted upon:
- Election of Directors: Stockholders elected Bradley Richardson and Douglas A. Virtue as Class III directors for a term expiring in 2028.
- Ratification of Auditors: Stockholders approved the ratification of Moss Adams LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2026.
Voting Breakdown
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Bradley Richardson | 10,089,840 | 1,293,051 | 1,441,337 |
| Douglas A. Virtue | 10,575,131 | 807,760 | 1,441,337 |
| Proposal | Votes For | Votes Against | Abstain |
|---|---|---|---|
| Ratification of Moss Adams LLP | 12,637,924 | 173,568 | 12,736 |
Guidance, Outlook, and Risks
The filing text does not provide management commentary on future guidance, outlook, specific risks, contingencies, or unusual items beyond the standard disclosure of the compensation increase and meeting results.
Key Facts for Investor Verification
- Verify the effective date of Bassey Yau's new compensation package ($340,000 base salary) relative to her April 30, 2025 appointment.
- Confirm the term expiration date for the newly elected Class III directors (2028 Annual Meeting).
- Note the significant number of broker non-votes (1,441,337) recorded for the director elections.
- Confirm that Moss Adams LLP is now the official auditor for the fiscal year ending January 31, 2026.