Business Context and Reporting Period
This Form 8-K reports on the results of the 2024 Annual Meeting of Stockholders held by Virco Mfg. Corporation on June 18, 2024. The company is incorporated in Delaware and its common stock trades on The Nasdaq Stock Market LLC under the symbol VIRC.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is a current report focused solely on corporate governance events.
Material Changes and Voting Results
Two items of business were acted upon by stockholders. A total of 16,347,314 shares were entitled to vote, with 12,909,738 shares present in person or by proxy.
1. Election of Directors
Stockholders elected three Class II directors for a term expiring at the 2027 Annual Meeting. The voting results were as follows:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Robert A. Virtue | 11,479,734 | 151,753 | 1,278,251 |
| Kathy Virtue Young | 10,946,215 | 685,272 | 1,278,251 |
| Agnieszka Winkler | 10,159,482 | 1,472,005 | 1,278,251 |
2. Ratification of Auditors
The proposal to ratify the selection of Moss Adams LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2025, was approved.
| Vote Category | Count |
|---|---|
| Votes For | 12,826,900 |
| Votes Against | 11,844 |
| Abstain | 70,994 |
Guidance, Outlook, and Risks
The filing text does not provide guidance, outlook, management commentary on operations, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Confirm the tenure of the newly elected Class II directors (Robert A. Virtue, Kathy Virtue Young, and Agnieszka Winkler) through the 2027 Annual Meeting.
- Verify the appointment of Moss Adams LLP as the independent auditor for the fiscal year ending January 31, 2025.
- Note the significant number of broker non-votes (1,278,251) recorded for the director elections.
- Review the level of dissent in the director elections, particularly for Agnieszka Winkler, who received 1,472,005 votes withheld.