false 0000039092 0000039092 2024-09-18 2024-09-18
 
 
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): September 18, 2024
 
Friedman Industries, Incorporated
(Exact name of registrant as specified in its charter)
 
Texas
(State or other jurisdiction
 of incorporation)
1-07521
(Commission File Number)
74-1504405
(IRS Employer Identification No.)
1121 Judson Rd., Suite 124
Longview, Texas
(Address of principal executive offices)
 
75601
(Zip Code)
 
(903) 758-3431
(Registrant’s telephone number,
including area code)
  
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol
Name of each exchange
on which registered
Common Stock, $1 Par Value
FRD
NYSE American
 
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 (see General Instruction A.2. below):
 
☐ 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).         
 
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 September 18, 2024, Friedman Industries, Incorporated (the “Company”) held its Annual Meeting of Shareholders. At the meeting, the shareholders voted on the election of seven directors of the Company to hold office until the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified. The seven nominees of the Board of Directors of the Company were elected at the meeting. The number of shares voted for and withheld with respect to each of the nominees were as follows:
 
Nominee
Shares Voted For
Shares Withheld
     
Michael J. Taylor
4,010,397
146,098
Durga D. Agrawal
3,951,525
204,970
Max Reichenthal
3,850,226
306,269
Sandy Scott
3,862,322
294,173
Tim Stevenson
3,887,955
268,540
Sharon Taylor
3,909,097
247,398
Joe L. Williams
3,778,837
377,658
 
 
The shareholders also voted on the following non-binding, advisory resolution regarding the compensation of the Company’s executive officers: “Resolved, that the shareholders approve the compensation of the Company’s Named Executive Officers as disclosed in the Company’s 2024 proxy statement pursuant to the disclosure rules of the U.S. Securities and Exchange Commission (which disclosure includes the Summary Compensation Table and related discussion).” The number of the shares that were voted for, voted against or abstained from voting on the approval of the non-binding, advisory resolution regarding the compensation of the Company’s executive officers are as follows:
 
 
Shares
   
For
3,932,832
Against
200,780
Abstain
22,883
 
The shareholders also voted to ratify the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025. The number of the shares that were voted for, voted against or abstained from voting on the ratification of the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025 are as follows:
 
 
Shares
   
For
5,383,273
Against
37,270
Abstain
5,807
 
 
 
 
The shareholders also voted on an amendment to the Company’s Articles of Incorporation to allow shareholders the ability to amend the Company’s Bylaws. The amendment to the Company’s Articles of Incorporation was not approved because the affirmative votes received were less than two-thirds of the Company’s outstanding shares entitled to vote at the meeting.
 
The number of the shares of Common Stock represented at the meeting that were voted for, voted against, or abstained from voting on the amendment to the Company’s Articles of Incorporation to allow shareholders the ability to amend the Company’s Bylaws are set forth below:
 
 
Shares
   
For
3,953,549
Against
178,283
Abstain
24,663
 
 
SIGNATURES
 
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.
 
 
September 20, 2024
 
 
FRIEDMAN INDUSTRIES, INCORPORATED
     
     
 
By:
/s/ Alex LaRue
Alex LaRue
Chief Financial Officer - Secretary and Treasurer
 
 
v3.24.3
Document And Entity Information
Sep. 18, 2024
Document Information [Line Items]  
Entity, Registrant Name Friedman Industries, Incorporated
Document, Type 8-K
Document, Period End Date Sep. 18, 2024
Entity, Incorporation, State or Country Code TX
Entity, File Number 1-07521
Entity, Tax Identification Number 74-1504405
Entity, Address, Address Line One 1121 Judson Rd., Suite 124
Entity, Address, City or Town Longview
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 75601
City Area Code 903
Local Phone Number 758-3431
Title of 12(b) Security Common Stock
Trading Symbol FRD
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000039092
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