RF Industries Ltd.

09/12/2025 | Press release | Distributed by Public on 09/12/2025 15:20

Proxy Results (Form 8-K)

Item 5.07
Submission of Matters to a Vote of Security Holders.
Annual Meeting of Stockholders
On September 10, 2025, RF Industries, Ltd. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") at 300 Interpace Parkway, Parsippany, New Jersey 07054. At the Annual Meeting, the Company's stockholders voted on four proposals, each of which is described in more detail in the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on July 29, 2025 (as amended, the "Proxy Statement"). At the Annual Meeting, 7,763,712 shares, or approximately 72.72% of all outstanding shares of common stock, were present either in person or by proxy. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter, the number of votes cast for 1 year, 2 years or 3 years with respect to Proposal 2, and, if applicable, abstentions and broker non-votes with respect to each matter.
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Proposal 1: to elect Sheryl Cefali and Robert Dawson to the Company's Board of Directors as Class III directors, for a three-year term expiring at the 2028 Annual Meeting;
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Proposal 2: a non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers;
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Proposal 3: a proposal to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers;
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Proposal 4: a proposal to ratify CohnReznick LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2025.
Voting Results
Proposal 1: Sheryl Cefali and Robert Dawson were elected as directors on the following vote:
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Sheryl Cefali was elected with 4,761,792 "FOR" votes and 312,249 "WITHHELD" votes;
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Robert Dawson was elected with 4,762,973 "FOR" votes and 311,068 "WITHHELD" votes.
In addition, there were 2,689,671 broker non-votes in connection with this proposal.
Proposal 2: For the advisory vote on the frequency of the advisory votes on the compensation of our named executive officers, the voting was 4,554,320 votes for 1 year, 19,594 votes for 2 years, and 365,535 votes for 3 years. In addition, 134,592 shares abstained from voting on this proposal.
Based on these results, and consistent with the Company's Board of Directors' recommendation to the Company's stockholders, the Company intends to continue to hold an advisory vote on executive compensation every year until the next vote on the frequency of advisory votes on the compensation of named executive officers.
Proposal 3: This proposal was approved with 4,761,675 "FOR" votes, 168,877 "AGAINST" votes and 143,489 "ABSTAIN" votes. There were 2,689,671 broker non-votes in connection with this proposal.
Proposal 4: This proposal was approved with 7,463,431 "FOR" votes, 7,192 "AGAINST" votes and 293,089 "ABSTAIN" votes. There were no broker non-votes in connection with this proposal.
RF Industries Ltd. published this content on September 12, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 12, 2025 at 21:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]